Action by Third Party Sample Clauses

Action by Third Party. In the event that any Third Party initiates a declaratory judgment action alleging the noninfringement, invalidity or unenforceability of the DFCI Patents, or if any Third Party brings an infringement action against Poseida or its Affiliates or Sublicensees because of the exercise of the rights granted Poseida under this Agreement with respect to the DFCI Patents, and Poseida, Genus and/or DFCI has not commenced any action to enforce DFCI Patents against such Third Party under the terms of Section 6.3 above, Poseida shall give prompt notice to Genus of any such action. Within […***…] days from the date of its notice to Genus of any action covered under this Section 6.4, Poseida shall notify Genus whether Poseida will defend against such action under its own control […***…]. Prior to its election of whether or not to defend the declaratory judgment action during this […***…]day period, Poseida may, considering in good faith the views of Genus and DFCI, take any necessary actions, including the filing of pleadings required by the Federal Rules of Civil Procedure or any local rules of court. Any such actions and filings during this […***…] day pendency prior to election shall not be deemed as an election by Poseida to defend the declaratory judgment action. If Poseida elects not to defend such action, Genus and/or DFCI shall have the right, but not the obligation to defend against such action under its own control […***…]. Any owner of the applicable DFCI Patents shall join the action as a party if required by law, […***…]. Neither Party shall enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 6.4 without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed, unless the settlement includes any express or implied admission of liability or wrongdoing on Genus’ and DFCI’s part, in which case the right to grant or deny consent is absolute and at its sole discretion. Notwithstanding the above, if Poseida and/or Genus has commenced any action to enforce DFCI
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Action by Third Party. If, during the term of the New License, a third party not a Party to this Agreement successfully petitions FERC or obtains a court order modifying the operation of the Project in a manner that is inconsistent with this Agreement, then any Party may give notice to the other Parties and commence dispute resolution procedures pursuant to Section 7.5 of this Agreement to determine whether this Agreement should be amended or otherwise reconciled with such inconsistency. In addition, the aggrieved Party or Parties may seek administrative rehearing or judicial review of such order. If, after completion of the dispute resolution procedures or other proceedings, the order complained of remains in effect, or as modified is still inconsistent with this Agreement, any Party may withdraw from this Agreement, seek specific performance or any other remedy, or exercise any authority available under applicable law.
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Action by Third Party. In the event that (i) any Third Party initiates a declaratory judgment action alleging the noninfringement, invalidity or unenforceability of any Aquestive Patents, or (ii) any Third Party files, or threatens to file, any paper in a court, patent office, or other Governmental Entity, seeking to invalidate, reexamine, oppose or compel the licensing of any Aquestive Patent, or (iii) any Third Party brings an infringement action against Licensee or its
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Action by Third Party. In the event that any Third Party initiates a declaratory judgment action alleging the noninfringement, invalidity or unenforceability of the Aquestive Patents, or if any Third Party brings an infringement action against Pharmanovia or its Affiliates or subcontractors because of the exercise of the rights granted to Pharmanovia under this Agreement with respect to the Aquestive Patents, and Aquestive or Pharmanovia has not commenced any action to enforce Aquestive Patents against such Third Party under the terms of Section 13.2 above, each Party will give prompt notice to the other Party of any such action of which it becomes aware. Aquestive shall have the right, but not the obligation, to take any necessary actions (including the filing of pleadings required by the Applicable Law or any local
Sample 1
Action by Third Party. If, during the term of a New License, a third party successfully petitions FERC or obtains a court order modifying the operation of the Project in a manner that is materially inconsistent with this Agreement, then any Party who objects to such order may give notice to the other Parties and commence ADR Procedures to determine whether such inconsistency can be mitigated by agreement of the Parties. In addition, the aggrieved Party or Parties may seek rehearing or appeal of such order. If, after pursuit of the ADR Procedures or other proceedings, the order complained of remains in effect, or as modified is still materially inconsistent with this Agreement, any Party may withdraw from this Agreement.
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Action by Third Party. In the event that any Third Party initiates a declaratory judgment action alleging the noninfringement, invalidity or unenforceability of the Aquestive Patents, or if any Third Party brings an infringement action against Haisco or its Affiliates or sublicensees because of the exercise of the rights granted to Haisco under this Agreement with respect to the Aquestive Patents, and Aquestive or Haisco has not commenced any action to enforce Aquestive Patents against such Third Party under the terms of Section 14.4 above, each Party will give prompt notice to the other Party of any such action. Aquestive shall have the right and the obligation, to take any necessary actions (including the filing of pleadings required by the Applicable Law or any local rules of court) and defend against such action under its own control and at its own expense. If Aquestive fails to defend such action, Haisco will have the right, but not the obligation to defend against such action under its own control and at Aquestive’s cost and expense. Neither Party will enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 14.5 without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed, unless the settlement includes any express or implied admission of liability or wrongdoing on either Party’s part, in which case the right to grant or deny consent is absolute and at its sole discretion. Notwithstanding the above, if Aquestive or Haisco has commenced any action to enforce Aquestive Patents against such Third Party under the terms of Section 14.4 above, then the terms of Section 14.4 will supersede the terms of this Section 14.5.
Sample 1

Related to Action by Third Party

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Termination by the University i) The university may terminate this agreement under the following circumstances:

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

  • Termination by the HSP (a) The HSP may terminate this Agreement at any time, for any reason, upon giving 6 months’ Notice (or such shorter period as may be agreed by the HSP and the Funder) to the Funder provided that the Notice is accompanied by: satisfactory evidence that the HSP has taken all necessary actions to authorize the termination of this Agreement; and a Transition Plan, acceptable to the Funder, that indicates how the needs of the HSP’s clients will be met following the termination and how the transition of the clients to new service providers will be effected within the six-month Notice period. (b) In the event that the HSP fails to provide an acceptable Transition Plan, the Funder may reduce Funding payable to the HSP prior to termination of this Agreement to compensate the Funder for transition costs.

  • TERMINATION BY THE CONTRACTOR If the Work is stopped for a period of thirty days under an order of any court or other public authority having jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavailable, through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing any of the Work under a contract with the Contractor, or if the Work should be stopped for a period of thirty days by the Contractor because the Architect has not issued a Certificate for Payment as provided in Paragraph 9.7 of these General Conditions or because the State has not made payment thereon as provided in Paragraph 9.7, then the Contractor may, upon seven additional days written notice to the State and the Architect, terminate the Contract and recover from the State payment for all Work executed and for any proven loss sustained upon any materials, equipment, tools, construction equipment and machinery, including reasonable profit and damages.

  • Infringement by Third Parties In the event that Novavax or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute infringement of the Novavax Patents or Patents that issue from Developed Know-How in the Territory, or with respect to ROW Patents anywhere in the world, or misappropriation of the Novavax Know-How or Developed Know-How in the Territory, or with respect to Developed Know-How any that is subject to the license granted to Novavax in Section 2.2 anywhere in the world (“ROW Know-How”), then such party shall promptly notify the other parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax shall have the right (but not the obligation) to enforce the Novavax Patents and Novavax Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such party), at Novavax’s sole expense. The non-prosecuting party shall reasonably cooperate with the prosecuting party in such enforcement activities, at the prosecuting party’s expense, including by agreeing to be named as a party to (or bringing in its own name) such suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting party.

  • Modification by the Parties The Parties may by mutual agreement amend the Appendices to this Agreement, by a written instrument duly executed by all three of the Parties. Such an amendment shall become effective and a part of this Agreement upon satisfaction of all Applicable Laws and Regulations.

  • Termination by the Company This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by the Company: (a) in order to enter into an Acquisition Agreement pursuant to and in accordance with Section 5.3(c), so long as concurrently with such termination the Company pays the Expense Reimbursement under Section 7.6(b)(i); (b) if Parent or Merger Sub breaches any of their respective representations or warranties, or fails to perform any of their respective covenants or agreements contained in this Agreement, and which breach or failure (i) would, individually or when aggregated with any such other breaches of failures, result in a Parent Material Adverse Effect and (ii) by its nature cannot be cured or has not been cured by Parent or Merger Sub, as applicable, by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after Xxxxxx’s receipt of written notice of such breach from the Company, but only so long as the Company is not then in material breach of its representations or warranties or materially failing to perform its covenants or agreements contained in this Agreement in a manner that would allow Parent to terminate this Agreement under Section 7.3(b); or (c) upon prior written notice to Parent, if Xxxxxx Sub fails to commence the Offer in accordance with the terms of this Agreement hereof on or prior to the fifteenth (15th) Business Day following the date hereof or if Merger Sub fails to consummate the Offer when required to do so in accordance with the terms of this Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 7.4(c) shall not be available to the Company if the Company is in breach of any representation, warranty, covenant or agreement set forth in this Agreement that has been the proximate cause of, or resulted in, Merger Sub’s failure to commence or consummate the Offer in accordance with the terms of this Agreement.

  • Cooperation by the Company If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

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