Authority and Coordination Sample Clauses

Authority and Coordination. The Managing Party shall have the responsibility and authority to take all reasonable actions necessary and appropriate to seek patent protection for the Patent Rights in accordance with the terms of the Agreement. The Managing Party may delegate this authority to a Licensee. Although the Managing Party shall have the ultimate decisional authority in these matters, the Managing Party shall use reasonable efforts to keep the Other Parties reasonably informed as to all material matters relevant to the patent prosecution process and decisional matters, and the Managing Party shall give due consideration to any recommendations made by the Other Parties concerning the patent prosecution matters. Without limiting the generality of the foregoing, the Managing Party shall confer with the Other Parties regarding (i) selecting the outside patent counsel to prepare and prosecute the patent application for the Patent Rights; (ii) the scope of claims to be included in the patent application; (iii) if Patent Expenses are being shared by the Parties and are not being paid or reimbursed by a Licensee, a budget for the Patent Expenses for the Joint Invention and perform­ance against such budget; (iv) responses to inquiries and actions from the patent agencies; and (v) an action plan with respect to any challenges against the Patent Rights if the Managing Party is responsible for defending such challenge under Section 7. If a Licensee has been delegated authority over patent prosecution, the Manag­ing Party can fulfill its obliga­tions under the preceding sentence by conferring with the Other Parties regarding such matters and conveying the collective input of the Parties to the Licensee in accordance with a License Agreement mechanism that allows the Managing Party such input.
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Authority and Coordination. The Managing Party shall have the responsibility, obligation and authority to diligently pursue all reasonable efforts to identify suitable prospective Licensees for the Joint Invention, and to negotiate and enter into one or more License Agreements for the Joint Invention for the mutual benefit of the Parties. The Managing Party shall keep the Other Parties promptly and reasonably informed as to the plans and activities of the Managing Party with respect to the licensing matters, and the Managing Party shall give due consideration to the recommendations made by the Other Parties with respect to the licensing matters. Without limiting the generality of the foregoing, examples of the foregoing are that the Managing Party shall confer with the Other Parties regarding (i) term sheets for potential License Agree­ments; (ii) business plans of prospective Licensees for commercializing the Joint Invention; (iii) alternative licensing opportunities; and (iv) the draft License Agreement before it is signed. The Managing Party will respond in a timely manner to status inquires from the Other Parties regarding its licensing efforts. The Other Parties shall promptly communicate to the Managing Party any inquiries they receive regarding licensing the Joint Invention.
Sample 1Sample 2Sample 3See All (6)
Authority and Coordination. The Managing Party shall have the responsibility, obligation and authority to diligently pursue all reasonable efforts to identify suitable prospective Licensees for the Joint Invention, and to negotiate and enter into one or more License Agreements for the Joint Invention for the mutual benefit of the Parties. The Managing Party shall keep the Other Parties promptly and reasonably informed as to the plans and activities of the Managing Party with respect to the licensing matters, and the Managing Party shall give due consideration to the recommendations made by the Other Parties with respect to the licensing matters. Without limiting the generality of the foregoing, examples of the foregoing are that the Managing Party shall confer with the Other Parties regarding (i) term sheets for potential License Agreements; (ii) business plans of prospective Licensees for commercializing the Joint Invention; (iii) alternative licensing opportunities; and
Sample 1

Related to Authority and Coordination

  • Outage Authority and Coordination Developer and Connecting Transmission Owner may each, in accordance with NYISO procedures and Good Utility Practice and in coordination with the other Party, remove from service any of its respective Attachment Facilities or System Upgrade Facilities and System Deliverability Upgrades that may impact the other Party’s facilities as necessary to perform maintenance or testing or to install or replace equipment. Absent an Emergency State, the Party scheduling a removal of such facility(ies) from service will use Reasonable Efforts to schedule such removal on a date and time mutually acceptable to both the Developer and the Connecting Transmission Owner. In all circumstances either Party planning to remove such facility(ies) from service shall use Reasonable Efforts to minimize the effect on the other Party of such removal.

  • Authority and Compliance Borrower has full power and authority to execute and deliver the Loan Documents and to incur and perform the obligations provided for therein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body of Borrower. No consent or approval of any public authority or other third party is required as a condition to the validity of any Loan Document, and Borrower is in compliance with all laws and regulatory requirements to which it is subject.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • AUTHORITY AND PARTIES In accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113), this Agreement is entered into by the National Aeronautics and Space Administration, located at 000 X Xxxxxx XX, Xxxxxxxxxx, XX 00000 (hereinafter referred to as "NASA") and Xxxxxx Space Systems, Inc., located at 0000 Xxxxxxxx Xx., Xxxxxx, XX 00000 (hereinafter referred to as "Partner" or "Xxxxxx"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties."

  • Authority and Responsibility A. DBEs and other small businesses are strongly encouraged to participate in the performance of Contracts financed in whole or in part with federal funds (See 49 CFR 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”). The Consultant must ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The proposer must not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. B. Consultants are encouraged to use services offered by financial institutions owned and controlled by DBEs.

  • Coordination The Parties shall confer regularly to coordinate the planning, scheduling and performance of preventive and corrective maintenance on the Large Generating Facility and the Interconnection Facilities.

  • Project Management and Coordination The Engineer shall coordinate all subconsultant activity to include quality of and consistency of work and administration of the invoices and monthly progress reports. The Engineer shall coordinate with necessary local entities.

  • Authority and Approval (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

  • Authority and Consents Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and no approvals or consents of any governmental authorities or persons other than Seller are necessary in connection with it. The execution and delivery of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller.

  • Authority and Execution It has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken all necessary corporate, partnership or limited liability company, as the case may be, action to authorize the execution, delivery and performance of this Guaranty.

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