Conduct of Suit Sample Clauses

Conduct of Suit. An Owning Party who initiates an infringement or other appropriate suit pursuant to Section 7.3(b) (the "Initiating Party") shall have the sole and exclusive right to select counsel for any such suit. The Initiating Party shall, except as provided below, pay all expenses of the suit, including without limitation attorneys' fees and court costs, and keep all damages, settlement fees or other consideration for past infringement received as a result of such suit. In the case of any such suit, (i) the Initiating Party shall keep the other Party (the "Non-Initiating Party") promptly informed of the status of such suit and shall provide the Non-Initiating Party with copies of all documents filed in, and all written communications relating to, such suit; (ii) the Non-Initiating Party shall offer reasonable assistance to the Initiating Party in connection with such suit at no charge to the Initiating Party except for reimbursement of reasonable expenses incurred in rendering such assistance; and (iii) if necessary, the Non-Initiating Party shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to such suit. In the case of any suit, the Non-Initiating Party may, to the extent such Party's sales of Licensed Product or Ontogeny Product, as the case may be, are adversely affected by the infringing party's activities, within sixty (60) days after its receipt of notice from the Initiating Party of the commencement of such suit, elect to contribute up to an amount not to exceed fifty percent (50%) of the costs of such suit, and any damages settlement fees or other consideration for past infringement received as a result of such suit shall be shared by the Initiating Party and the Non-Initiating Party pro rata based on their respective sharing of the costs of such suit.
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Conduct of Suit. 11.6.1 Company shall diligently pursue any suit or action under Section 11.2 that was undertaken by Company. Company shall keep Georgetown reasonably apprised of all developments, and shall seek Georgetown’s input and approval on any substantive submissions or positions taken regarding the scope, validity, and enforceability of the Patent Rights. 11.6.2 Company shall not prosecute, defend, or otherwise compromise any suit in a manner that materially adversely affects Georgetown’s interests. Company shall not enter into any settlement, consent judgment, agreement (including without limitation any grant of a Sublicense to the alleged infringer), or other voluntary final disposition of any suit without Georgetown’s prior written consent, which consent shall not be unreasonably withheld. 11.6.3 Each Party shall provide prompt access to all necessary documents and shall render reasonable assistance in response to requests by the other Party related to any suit under this Article 11. 11.6.4 Any Party which commences a suit and then wants to abandon it shall give at least thirty (30) days notice to the other Party. The other Party may continue prosecution of the suit, in which event the Parties shall negotiate in good faith regarding the sharing of expenses and any recovery in the suit. 11.6.5 Neither Party shall be liable for any losses incurred as a result of an action for Infringement brought against the other Party as a result of the other Party’s actions or omissions, including without limitation its exercise of any right granted under this Agreement. 11.6.6 No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior consent of Georgetown, which consent shall not be unreasonably withheld.
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Conduct of Suit. 9.5.1 Company shall diligently pursue any suit or action under Section 9.2.1 or 9.2.2. Company shall keep UMB reasonably apprised of all developments in the suit. Company shall not prosecute, defend, settle, or otherwise compromise any suit in a manner that materially adversely affects the scope, validity, or enforceability of the Patent Rights without UMB’s prior written consent, which consent shall not be unreasonably withheld or delayed. 9.5.2 If the Parties so agree, they may institute suit jointly. In that event, they will prosecute the suit in both their names; bear the out-of-pocket litigation expenses equally; share any recovery or settlement equally; and negotiate in good faith regarding how they will exercise control over the action. 9.5.3 Each Party shall cooperate fully with the other Party in connection with any action under this Article. Each Party shall provide prompt access to all necessary documents and shall render reasonable assistance in response to requests by the other Party. 9.5.4 Any Party which commences a suit and then wants to abandon it, shall give timely notice to the other Party. The other Party may continue prosecution of the suit, in which event the Parties shall negotiate in good faith regarding the sharing of expenses and any recovery in the suit. 9.5.5 UMB shall not be liable for any losses incurred as a result of an action for infringement brought against Company as a result of Company’s actions or omissions, including without limitation its exercise of any right granted under this Agreement.
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Conduct of Suit. Company shall diligently pursue any suit or action under Section 11.2.1 or 11.2.2 that was undertaken by Company unless it abandons such suit pursuant to Section 11.6.5. Company shall keep Georgetown reasonably apprised of all developments, and shall seek Georgetown’s input and approval on any substantive submissions or positions taken regarding the scope, validity, and enforceability of the Patent Rights.
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Conduct of Suit 
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Related to Conduct of Suit

  • Conduct of Hearing The arbitrator shall hold the hearing in Tampa, Florida, unless otherwise agreed by the parties. The hearing shall commence within twenty-five (25) days of the arbitrator's acceptance of selection, or as soon thereafter as is practicable, and the arbitrator shall issue the decision within forty-five (45) days of the close of the hearing or the submission of briefs, whichever is later, unless additional time is agreed to by the parties. The decision shall be in writing and shall set forth findings of fact, reasoning, and conclusions on the issues submitted. Except as expressly specified in this procedure, the provisions of the Florida Arbitration Code, Chapter 682, Florida Statutes, shall not apply. Except as modified by the provisions of the Collective Bargaining Agreement, arbitration proceedings shall be conducted in accordance with the rules and procedures of the American Arbitration Association.

  • Conduct of Indemnification Proceedings Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

  • Conduct of a Meeting The General Partner shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing.

  • Conduct of the Parties The parties will not engage in behaviour that is, or may reasonably be considered to be intimidating, bullying, or harassing or commit any act or behaviour which is offensive or abusive in connection with this Agreement.

  • Conduct of Arbitration a) The seat of the arbitration shall be at New Delhi, India. b) The language to be used in the arbitral proceedings shall be English

  • Limitation on Out-of-State Litigation Texas Business and Commerce Code § 272 This is a requirement of the TIPS Contract and is non-negotiable. Texas Business and Commerce Code § 272 prohibits a construction contract, or an agreement collateral to or affecting the construction contract, from containing a provision making the contract or agreement, or any conflict arising under the contract or agreement, subject to another state’s law, litigation in the courts of another state, or arbitration in another state. If included in Texas construction contracts, such provisions are voidable by a party obligated by the contract or agreement to perform the work. By submission of this proposal, Vendor acknowledges this law and if Vendor enters into a construction contract with a Texas TIPS Member under this procurement, Vendor certifies compliance.

  • Conduct of Mediation In consultation with the mediator, the parties will determine a location, timetable and procedure for the mediation or, if the parties cannot agree on these matters within 7 Working Days of the appointment of the mediator these matters will be determined by the mediator.

  • Conduct of Parent From the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as set forth in Section 7.1 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, Parent shall, and shall cause each of its Subsidiaries to conduct its business in all material respects in the ordinary course; provided, however, that no action that is specifically permitted by any of clauses (a) through (d) of this Section 7.1 shall be deemed a breach of this sentence. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the date of termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement, as set forth in Section 7.1 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, Parent shall not, nor shall it permit any of its Subsidiaries to: (a) amend the certificate of incorporation or bylaws of Parent in a manner that would have an adverse impact on the value of Parent Stock or that would reasonably be expected to prevent, or impede or delay, the consummation of the Merger or the transactions contemplated hereby (provided, that any amendment to its certificate of incorporation solely to increase the authorized number of shares of any class or series of the capital stock of Parent shall in no way be restricted by the foregoing); (b) adopt or publicly propose a plan of complete or partial liquidation, restructuring, recapitalization or other reorganization; (c) take any action (or omit to take any action) with the knowledge that such action (or omission) would reasonably be expected to result in a requirement to seek the approval by holders of Parent Stock of the transactions contemplated hereby; or (d) agree, resolve or commit to do any of the foregoing.

  • Conduct of Logging Unless otherwise specifi- cally provided herein, Purchaser shall fell trees desig- nated for cutting and shall remove the portions that meet Utilization Standards, as provided in B2.2, prior to accep- tance of subdivision for completion of logging under B6.36. Forest Service may make exceptions for occa- sional trees inadvertently not cut or trees or pieces not removed for good reason, including possible damage to forest resources or gross economic impracticability at the time of removal of other timber. Logging shall be con- ducted in accordance with the following, unless C6.4 pro- visions set forth requirements to meet special or unusual logging conditions:

  • Conduct of Business The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

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