Adverse Ruling. Any determination pursuant to this Section 11.6 that a Party is in material breach of its material obligations hereunder shall specify a (nonexclusive) set of actions to be taken to cure such material breach, if feasible.
Adverse Ruling. In the event the Company terminates this Agreement due to an Adverse Ruling, the Company shall pay to the Employee the Employee’s Base Salary for the remainder of the Term in accordance with the Company’s payroll practices in effect from time to time, provided, however, the Employee is not in violation of the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement attached as Exhibit B. Upon payment to the Employee of the foregoing amount, the Company shall have no further obligation or liability to or for the benefit of the Employee under this Agreement, except as required by applicable law.
Adverse Ruling. In the event the Company terminates this Agreement due to an Adverse Ruling, the Company shall pay to the Employee the greater of (x) the Employee’s Base Salary for the remainder of the Term in accordance with the Company’s payroll practices in effect from time to time and (y) two (2) years of the Employee’s Base Salary in accordance with the Company’s payroll practices in effect from time to time, provided, however, the Employee is not in violation of the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement attached as Exhibit B. Upon payment to the Employee of the foregoing amount, the Company shall have no further obligation or liability to or for the benefit of the Employee under this Agreement, except as required by applicable law.”
Adverse Ruling. The Company may terminate this Agreement and the Employee’s employment with the Company at any time if compelled by a final, non-appealable ruling of a court of competent jurisdiction finding the Employee’s employment by the Company to be a violation of (i) the Employee’s confidentiality and non-competition agreement with TLO, LLC (“TLO”) (the “TLO Agreement”), which was purportedly subsequently assumed by TransUnion Risk and Alternative Data Solutions, Inc. (“TransUnion”) as part of TransUnion’s acquisition of substantially all of the assets of TLO, or (ii) the Employee’s noncompetition and nonsolicitation agreement with TransUnion (the “TransUnion Agreement”) (each an “Adverse Ruling”).
Adverse Ruling. Furthermore, if as a result of the application Section 15.7, the Breaching Party is determined to be in material breach of one (1) or more of its material obligations under this Agreement, such that the Non-Breaching Party has the right to terminate this Agreement in whole (or in part under Section 14.3.3 or 14.3.4) (an “Adverse Ruling”) and the Breaching Party fails to complete the actions specified in such Adverse Ruling, or to cure such material breach within [***] after such Adverse Ruling, or such other period (which may be shorter) as the Arbitrator may provide in such Adverse Ruling, then the Non-Breaching Party may terminate this Agreement in whole or in part upon written notice to the Breaching Party.
Adverse Ruling. Any determination pursuant to this Clause 13.5 that a Party is in material breach of its material obligations hereunder shall specify a (non-exclusive) set of actions to be taken to cure such material breach, if feasible. 289122840 v2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Adverse Ruling. The Company may terminate this Agreement and the Employee’s employment with the Company at any time if compelled by a final, non-appealable ruling of a court of competent jurisdiction finding the Employee’s employment by the Company to be a violation of the Employee’s confidentiality and non-competition agreement with TLO, LLC (“TLO Agreement”) (“Adverse Ruling”), which was purportedly subsequently assumed by TransUnion Risk and Alternative Data Solutions, Inc. (“TransUnion”) as part of TransUnion’s acquisition of substantially all of the assets of TLO, LLC (“TLO”).
Adverse Ruling. Subject to the exceptions set forth below in this Section 5.9, no further royalties shall be due under Section 5.1 in the event of any Adverse Ruling. Network-1 shall provide Cisco with written notice of any Adverse Ruling as soon as reasonably practicable. In the event that an Adverse Ruling is overturned (such that no Adverse Ruling remains), including by way of a ruling of the United States Court of Appeals for the Federal Circuit, or other higher court of competent jurisdiction (an “Overturned Adverse Ruling”), Cisco’s obligations to pay royalties will be reinstated and Cisco shall owe the royalties that would have been paid but for such Adverse Ruling ***. For any Overturned Adverse Ruling, if appeals or other proceedings remain such that the Adverse Ruling may be reinstated, then Cisco shall pay any royalty amounts due under this Agreement into escrow, and any escrowed royalties shall be released to Network-1 only upon final confirmation of the Overturned Adverse Ruling after exhaustion of all opportunities for appeal or review. If such Adverse Ruling later is reinstated by a subsequent competent appellate, judicial, or administrative body, then no further royalties shall be due under Section 5.1 and any royalties paid by Cisco into escrow shall be retained by Cisco unless and until such ruling reinstating the Adverse Ruling is overturned by a subsequent competent appellate, judicial, or administrative body, in which case Cisco shall pay any royalty amounts due with interest as set forth above. If the Parties disagree as to the effect an Adverse Ruling has on Cisco’s obligation to pay royalties under this Agreement, the Parties may submit the issue of whether the Adverse Ruling would be applicable to Cisco’s products to a mutually agreed upon mediator for mediation followed, if necessary, by a one day binding arbitration before an arbitration panel pursuant to the rules of JAMS. In the event that Cisco’s royalty obligations under Section 5.1 are terminated under this Section 5.9, all licenses, covenants, releases, and other rights granted by Company under this Agreement shall remain in full force and effect.
Adverse Ruling. Furthermore, if as a result of the application Section 12.2, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (other than for failure to achieve a diligence milestone under Section 4.5.2 the remedy for which is set forth in Section 4.5.4), such that the Non-Breaching Party has the right to terminate this Agreement in whole or with respect to a particular Licensed Product and/or its corresponding Target (an “Adverse Ruling”) and the Breaching Party fails to complete the actions specified in such Adverse Ruling, or to cure such material breach within [***] ([***] with respect to any payment breach) after such Adverse Ruling, or such other period (which may be shorter) as the arbitrators may provide in such Adverse Ruling, then the Non-Breaching Party may terminate this Agreement in whole or in part upon written notice to the Breaching Party, provided that if the Breaching Party is Ionis and such Adverse Ruling relates solely to a Licensed Product and/or its corresponding Target (but not to all Licensed Products or Targets), then BicycleTx will only have the right to terminate the License Agreement solely with respect to the Licensed Product (and the corresponding Target) to which such Adverse Ruling relates.
Adverse Ruling. The Company may terminate this Agreement and the Employee’s employment with the Company at any time if compelled by a final, non-appealable ruling of a court of competent jurisdiction finding the Employee’s employment by the Company to be a violation of the Employee’s confidentiality and/or other legal or fiduciary obligations to TLO, LLC (“TLO”) and/or TransUnion Risk and Alternative Data Solutions, Inc., its parent(s), subsidiaries or affiliates (collectively “TransUnion”) (“Adverse Ruling”).
