Consultation and Reporting. 8.3.1 On a timely basis, Hana will consult with or instruct its patent agent(s) and/or patent counsel(s) to consult with INEX, and INEX will consult with or instruct its patent agent(s) and/or patent counsel(s) to consult with Hana, regarding the claims and any proposed amendments thereto of:
(a) any Patents pending and issued; and
(b) any additional patent applications to be included in the Patents; to ensure that the scope of patent coverage is adequate for the uses of the Patents contemplated by each of Hana and INEX.
8.3.2 On a timely basis, Hana shall provide INEX with copies of the material correspondence and documents which Hana sends or receives in connection with the application, prosecution and maintenance of Patents.
8.3.3 Provided a Party has provided timely notice and copies of material correspondence to the other Party of any matter requiring any action relating to any application, prosecution or maintenance of the Patents, the Party providing timely notice shall not be found to be in breach of its obligations under this Article 8 if the other Party, its patent agent(s) and/or patent counsel(s) fail to consult with or provide written instructions to the Party providing timely notice, at least five (5) Business Days prior to any deadline including an extendible deadline, in respect of any action required for the application, prosecution or maintenance of the Patents.
Consultation and Reporting. (a) On a timely basis, Marina will consult with Protiva on all material actions to be taken with respect to the filing, prosecution and maintenance of the Marina Patents, including claims and any proposed amendments thereto. Protiva will have the right to comment on Marina's proposed actions and to identify any process, uses or Products arising out of the Marina Technology that may be patentable and Marina will reasonably consider such comments.
(b) On a timely basis, Protiva will consult with Marina on all material actions to be taken with respect to the filing, prosecution and maintenance of any Patents arising from Joint IP, including claims and any proposed amendments thereto. Marina will have the right to comment on Protiva 's proposed actions and to identify any process, uses or Products arising out of the Joint IP that may be patentable and Protiva will reasonably consider such comments.
(c) In the performance of their respective obligations under Section 7.1, Marina will disclose to Protiva in respect of the Marina Patents, and Protiva will disclose to Marina in respect of the Patents arising from Joint IP, on a timely basis:
(i) the complete text of each Patent application and issued Patent within the Marina Patents or Patents arising from Joint IP, as applicable; and
(ii) all material communications to and from the patent office, including communications concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any of the Marina Patents or Patents arising from Joint IP, as applicable.
Consultation and Reporting. During the period from the date of this Agreement to the Closing Date, each of LATOKA, LEL and UNIFAB will confer on a regular and frequent basis with the other to report material operational matters and to report on the general status of ongoing operations. Each of LATOKA, LEL and UNIFAB will promptly notify the other of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations, adjudicatory proceedings, or hearings (or communications indicating that the same may be contemplated) and will keep the other fully informed of such events and permit its representatives prompt access to all materials prepared by or on behalf of such party or served on them, in connection therewith.
Consultation and Reporting. (a) On a timely basis, Marina will consult with Protiva on all material actions to be taken with respect to the filing, prosecution and maintenance of the Marina Patents, including claims and any proposed amendments thereto. Protiva will have the right to comment on Marina’s proposed actions and to identify any process, uses or Products arising out of the Marina Technology that may be patentable and Marina will reasonably consider such comments.
(b) On a timely basis, Protiva will consult with Marina on all material actions to be taken with respect to the filing, prosecution and maintenance of any Patents arising from Joint IP, including claims and any proposed amendments thereto. Marina will have the right to comment on Protiva’s proposed actions and to identify any process, uses or Products arising out of the Joint IP that may be patentable and Protiva will reasonably consider such comments.
(c) In the performance of their respective obligations under Section 7.1, Marina will disclose to Protiva in respect of the Marina Patents, and Protiva will disclose to Marina in respect of the Patents arising from Joint IP, on a timely basis:
(i) the complete text of each Patent application and issued Patent within the Marina Patents or Patents arising from Joint IP, as applicable; and
(ii) all material communications to and from the patent office, including communications concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any of the Marina Patents or Patents arising from Joint IP, as applicable.
(d) If Marina desires additional claims to be filed, prosecuted and maintained under any Patents arising from Joint IP for Marina or its sublicensees’ uses outside the Field, Marina will:
(i) notify Protiva in writing setting forth the specific claims, jurisdiction and nature of Patent protection required by Marina; and
(ii) request that Protiva file a divisional application with such additional claims and either (A) oversee the prosecution of such divisional application, at its cost and expense, in which case Marina will keep Protiva informed of the progress thereof, or (B) have Protiva oversee the prosecution of such divisional application, and reimburse Protiva for all costs and expenses (including Protiva’s external patent counsel costs) incurred by Protiva in pursuing such additional claims (“Patent Prosecution Fees”). All Patent Prosecution Fees sha...
Consultation and Reporting. During the period from the date of this Agreement to the Closing Date, each of T-3 and IHI will, subject to any applicable legal or contractual restrictions, confer on a regular and frequent basis with the other to report material operational matters and to report on the general status of ongoing operations. Each of T-3 and IHI will notify the other of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations, adjudicatory proceedings or hearings (or communications indicating that the same may be contemplated) and will keep the other fully informed of such events and permit its representatives prompt access to all materials prepared by or on behalf of such party or served on them, in connection therewith.
Consultation and Reporting. During the period from the date of this Agreement to the Closing Date, each of Cardinal and SESI will, subject to any applicable legal or contractual restrictions, confer on a regular and frequent basis with the other to report material operational matters and to report on the general status of ongoing operations. Each of Cardinal and SESI will notify the other of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations, adjudicatory proceedings or hearings (or communications indicating that the same may be contemplated) and will keep the other fully informed of such events and permit its representatives prompt access to all materials prepared by or on behalf of such party or served on them, in connection therewith. Immediately following the Effective Time, the Funds shall escrow or cause to be escrowed 892,000 shares of SESI Common Stock in accordance with the terms of the Settlement Agreement.
Consultation and Reporting. During the period from the date of this Agreement to the Closing Date, each of Xxxxx and UNIFAB will confer on a regular and frequent basis with the other to report material operational matters and to report on the general status of ongoing operations. Each of Xxxxx and UNIFAB will notify the other promptly of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations, adjudicatory proceedings, or hearings (or communications indicating that the same may be contemplated) and will keep the other fully informed of such events and permit its representatives prompt access to all materials prepared by or on behalf of such party or served on them, in connection therewith.
Consultation and Reporting. During the period from the date of this Agreement to the First Closing Date (with respect to Restaurants other than the Topanga Restaurant) or the Second Closing Date (with respect to the Topanga Restaurant), Sellers will confer on a regular and frequent basis with Buyer to report material operational matters and to report on the general status of ongoing operations including profits margins, cost increases and adverse trends. Sellers will notify Buyer of any unexpected emergency or other change in the normal course of Business or in the operation of its properties and of any governmental complaints, investigations, adjudicatory proceedings, or hearings (or communications indicating that the same may be contemplated) and will keep Buyer fully informed of such events and permit Buyer prompt access to all materials in connection therewith. The Parties shall, upon obtaining knowledge of any of the following, promptly notify each other of:
(a) Any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transaction contemplated herein;
(b) Any notice or other communication from any Governmental Entity in connection with the Transaction contemplated herein; and
(c) Any material actions, suits, claims, investigations or other judicial proceeding commenced or threatened against any such Party.
Consultation and Reporting. During the period from the date of this Agreement to the Closing Date, each party will, subject to any applicable legal or contractual restrictions, confer on a regular and frequent basis with the other party to report material operational matters and to report on the general status of ongoing operations including profits margin options, cost increases and material adverse trends. Each party will notify the other party of any unexpected emergency or other material change in the normal course of its business or in the operation of its properties and of any material governmental complaints, investigations, adjudicatory proceedings, or hearings (or communications indicating that the same may be contemplated) and will keep the other party fully informed of such events and permit representatives of the other party prompt access to all materials prepared by or on behalf of such party or served on of the other party, in connection therewith. Each party shall further, upon obtaining knowledge of any of the following, promptly notify the other party of: (a) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (b) any notice or other communication from any governmental or regulatory agency or authority in connection with the Merger, and (c) any actions, suits, claims, investigations or other judicial proceedings commenced or threatened against any member of the AVEMCO Group or the HCCH Group which relate to the consummation of the Merger; provided that no party shall be required to make any disclosure to the extent such disclosure would constitute a violation of any applicable law.
Consultation and Reporting. During the period from the date of this Agreement to the Closing Date, the Seller will, subject to any applicable legal or contractual restrictions, confer on a regular and frequent basis with the Purchaser to report material operational matters and to report on the general status of ongoing operations. Each of the Seller and the Purchaser will notify the other of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations, adjudicatory proceedings, or hearings (or communications indicating that the same may be contemplated) and will keep the other fully informed of such events and permit its representatives prompt access to all materials prepared by or on behalf of such party or served on them, in connection therewith.
