Adversarial Actions Sample Clauses
Adversarial Actions. I agree that I will not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 2(a) above. Except as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, or otherwise, any action or proceeding of any kind, judicial or administrative (on my behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Release which I released pursuant to Section 2(a) above. I further represent that, as of the date I sign this Release, I have not taken any action encompassed by this Section 2(b). If, notwithstanding the foregoing promises, I violate this Section 2(b), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys’ fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 2(b) will not apply to any claims that I may have under the ADEA and will not apply to the portion of the release provided for in Section 2(a) relating to the ADEA.
Adversarial Actions. Executive agrees that he will not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) above. Except as otherwise required by law, Executive further agrees that he will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on Executive’s behalf (to the extent it is within Executive’s control or permitted by law), or assist in the commencement or prosecution of as an advisor, or otherwise, any action or proceeding of any kind, judicial or administrative (on his behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of Executive’s execution of this Release which Executive released pursuant to Section 3(a) above. Executive further represents that, as of the date he signs this Release, he has not taken any action encompassed by this Section 3(b). If, notwithstanding the foregoing promises, Executive violates this Section 3(b), he will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys’ fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 3(b) will not apply to any claims that Executive may have under the ADEA and will not apply to the portion of the release provided for in Section 3(a) relating to the ADEA. Further, nothing in this Agreement interferes with Executive’s right to file a charge with the Equal Employment Opportunity Commission (“EEOC”), or to participate in an EEOC investigation or proceeding. Nevertheless, Executive understands that by entering into this Release Agreement, he is waiving his right to recover any individual monetary damages, which may be awarded in connection with any such charge.
Adversarial Actions. Should any party institute any action or proceeding (i) to enforce or interpret this Agreement, (ii) for damages by reason of any alleged breach of this Agreement or of any provision thereof, or (iii) for a declaration of rights under this Agreement, the prevailing party in any such action or proceeding shall be entitled to receive from the other party or parties thereto all attorneys' and other fees incurred by the prevailing party in connection with such action or proceeding.
Adversarial Actions. Opposition proceedings, interference proceedings, re-examination proceedings, and appeals from any of the foregoing involving any of the Licensed Patents (“Adversarial Actions”) that have been instituted, requested or are on-going as of the Effective Date are listed in Exhibit E. Each Licensor shall provide to NewCo, within thirty (30) days after the Closing, all materially relevant information, filings, correspondence, and other documents (including, to the extent available, in electronic form) relating to any such pending or contemplated Adversarial Actions. During the Transition Period, each relevant Licensor and NewCo shall agree as to which Adversarial Actions listed in Exhibit E NewCo shall assume (the “Assumed Adversarial Actions”) and how such actions shall be managed by NewCo. Commencing from the end of the Transition Period, and subject to the provisions of Section 7.4(c), NewCo shall be solely responsible for and shall have sole control over (subject to any consultation, reporting and similar requirements of the Third-Party License Agreements) the Assumed Adversarial Actions. To the extent that such actions must be maintained in the name of a Licensor, each Licensor will reasonably cooperate with NewCo to maintain such actions at NewCo’s request, subject to reimbursement of reasonable associated expenses by NewCo. NewCo shall have no responsibility for Adversarial Actions listed in Exhibit E not assumed by NewCo.