Action by UGS Sample Clauses

Action by UGS. If MSC provides written notice of its decision not to initiate an Action, then UGS shall have the option (but not the obligation) to take any Action that it deems appropriate to terminate the infringing activity (including, without limitation, the initiation of legal proceedings and/or settlement discussions), in which case MSC shall provide UGS with all reasonable assistance in connection therewith (including, without limitation, being joined as a named party in any legal proceeding), and UGS shall reimburse MSC for its * Information for which confidential treatment has been requested pursuant to Rule 24(b)(2) of the Securities Exchange Act of 1934, as amended. reasonable out-of-pocket costs related to such assistance (not including any attorneys fees or costs incurred by MSC). Notwithstanding the foregoing, UGS shall not be entitled to settle any such Action (without the consent of MSC, which it may withhold in its sole discretion) upon any terms that would: (i) limit the scope of protection afforded by the Licensed Rights or Intellectual Property; (ii) compromise the validity or enforceability of the Licensed Rights or Intellectual Property; (iii) limit the scope of MSC’s rights hereunder; (iv) constitute a concession or an admission regarding the rights or privileges of any party to this Agreement with respect to the Licensed Rights or Intellectual Property; or (v) impose any obligation on MSC (including, without limitation, any obligation to make any payment or forego the collection of any royalties or other payments). UGS shall be responsible for all Direct Costs hereunder as well as all Other Expenses incurred by MSC in connection therewith.
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Related to Action by UGS

  • Action by Vote When a quorum is present at any meeting, a majority of Trustees present may take any action, except when a larger vote is expressly required by law, by the Declaration of Trust or by these By-Laws.

  • Action by Consent Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof may be taken without a meeting, if a written consent of such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.

  • Action by Holders Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

  • Action by Agent 43 SECTION 7.04. Consultation with Experts.......................................................43 SECTION 7.05.

  • Termination by Owner Owner may also terminate this Agreement at any time before Contractor begins the Work and notifies Owner in writing of such commencement if (1) Owner sells the property on which the Work is being performed or (2) the economic climate does not warrant proceeding with the project of which the Work is a part. In such circumstance, Contractor shall be entitled to receive that portion of the Contract Price earned by Contractor for Work performed to the satisfaction of Owner less any payments made before the date this Agreement is terminated. Contractor shall not be entitled to any additional compensation or damages as a result of termination of this Agreement pursuant to this Paragraph 12(c).

  • Action by Agents The obligations of the Agents hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agents shall not be required to take any action with respect to any Default, except as expressly provided in Article 6.

  • Termination by Bank If the Bank, or its successor in interest by merger, or its transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or Cause) (1) terminates Executive's employment within one year following a Change in Control (as defined below), or (2) terminates Executive's employment before the Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six months after the termination, the Bank will provide Executive with the payment and benefits described in Section 9(d)(3) below.

  • Termination by Company The Company will have the following rights to terminate this Agreement:

  • Termination by You In the event of an Employment Separation as a result of a termination by you for any reason, you must provide the Company with at least 14 days advance written notice ("Notice of Termination") and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period. In the event of such termination under this Section, the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date.

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

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