Control of Enforcement Actions Sample Clauses

Control of Enforcement Actions. Except as may otherwise be mutually agreed by the Parties, as between the Parties, each Licensee shall have the right to enforce the Licensed IP licensed to it hereunder as follows: (i) SunEdison shall have the first right, but not the obligation, (itself and/or through its designee), to control the initiation, conduct and, subject to Section 3.2(c), settlement or other resolution, at its cost and expense and in its sole discretion, of any enforcement claim, demand, action, suit or proceeding, whether civil or criminal or in law or in equity (each, an “Action”) relating to the Licensed SSL IP that primarily has application in the SunEdison Field, including the right to communicate any objection or other form of challenge to any Third Party; and (ii) SSL shall have the first right, but not the obligation, (itself and/or through its designee), to control the initiation, conduct and, subject to Section 3.2(c), settlement or other resolution, at its cost and expense and in its sole discretion, of any enforcement Action relating to the Licensed SunEdison IP that primarily has application in the SSL Field, including the right to communicate any objection or other form of challenge to any Third Party. Except as set forth in clause (i) or (ii) above or as may otherwise be mutually agreed by the Parties, as between the Parties, each Licensor shall, however, have the first right, but not the obligation, itself and/or through its designee, to control the initiation, conduct and, subject to Section 3.2(c), settlement or other resolution, at its cost and expense and in its sole discretion, of any enforcement Action relating to any other Licensed IP licensed by such Licensor to the Licensee hereunder. If the Party that has the first right to initiate and control an enforcement Action hereunder, does not initiate such an Action itself or through its designee with respect to such infringement, misappropriation or other violation of any Licensed IP by a Third Party within ninety (90) days after receipt of a written request from the other Party to assume control over the enforcement of such violation of such Licensed IP, then the other Party shall have the right, but not the obligation, to bring and to control such Action (provided that if it does not do so within ninety (90) days, the right to initiate and control an Action shall revert back to the other Party and shall again be subject to the terms set forth above in this Section 3.2(a)). The Party initiating or otherwise...
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Control of Enforcement Actions. The Party specified in this Section 10.6 as having control over enforcement of particular Patent Rights alleged or threatened to be infringed in an Action (the “Initial Party”) may, at its expense, commence litigation with respect to the alleged or threatened infringement at its own expense or otherwise seek to handle such Action. If the Initial Party elects, in its sole discretion, to handle such an Action, the Initial Party shall control such Action, and the Initial Party may enter into settlements, stipulated judgments or other arrangements respecting such infringement; provided, however, the Initial Party shall not take any action, including legal action, settle or make any agreement that adversely affects the other Party’s rights or interests, including any settlement or agreement which admits or concedes that any aspect of any of the Lilly Intellectual Property or Licensed Technology is invalid or unenforceable or which adversely affects the scope of any of the Lilly Intellectual Property (in case where Xxxxxxx is the Initial Party) or Licensed Technology (in case where Xxxxx is the Initial Party), without the prior written consent of the other Party. The Initial Party shall keep the other Party reasonably apprised of the progress of any such Action. The other Party may, at its option and sole expense, be represented by counsel of its choice, but all other costs associated with any such Action shall be at the sole expense of the Initial Party. In the event that the Initial Party does not commence litigation or otherwise address an Action within thirty (30) Business Days following the date on which Lilly or Dicerna (as applicable) notifies the other Party of any alleged or threatened infringement of the Licensed Patent Rights, New Platform Patents or Joint Patent Rights of which they become aware pursuant to Section 10.6.5, the other Party may do so, at the other Party’s expense; provided, however, that in the event the initial Party in good faith objects to the other Party pursuing such Action on the grounds that pursuit of such Action is not in the long term best interest of the Products, the GalXC ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under
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Control of Enforcement Actions. Except as may otherwise be mutually agreed by the Parties, as between the Parties, SunEdison shall have the right to enforce the Licensed IP as follows. SunEdison shall have the first right, but not the obligation (itself and/or through its designee), to control the initiation, conduct and, subject to this Section 5.2, settlement or other resolution, at its cost and expense and in its sole discretion, of any enforcement claim, demand, action, suit or proceeding, whether civil or criminal or in law or in equity (each, an “Action”) relating to the Licensed IP, including the right to communicate any objection or other form of challenge to any Third Party. Notwithstanding, SSL shall have the first right, but not the obligation, on the same terms granted to SunEdison in this Section 5.2, to initiate any Action relating to the SSL Improvements and, if SSL does not initiate such action, SunEdison shall have the rights granted to SSL in Section 5.2(b). The Parties acknowledge that circumstances may arise where a single Action may involve each Party as an Enforcing Party (“Joint Actions”). By way of example, a Joint Action could arise where the potential causes of action include Licensed IP that is both SSL Improvements and non-SSL Improvements, or where potential causes of action include (non-SSL Improvement) SunEdison Patent Rights that SunEdison had determined to enforce and separate (non-SSL Improvement) SunEdison Patent Rights that SunEdison has declined to enforce, but for which SSL has determined it is necessary or advisable to enforce.
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Control of Enforcement Actions. The Required First Lien Lenders (subject to the proviso below) shall have the right in accordance with applicable laws and the Security Documents to direct the Senior Administrative Agent to enforce the Security Documents (i) by judicial proceedings for the enforcement of the security interests created under the Security Documents, (ii) by the sale of the Collateral or any part thereof, (iii) otherwise by the exercise of the power of entry or sale herein conferred or conferred by the Security Documents or (iv) by taking any other enforcement action against, or exercising any other remedies with respect to, the Collateral; provided that the Term B Lenders shall not have any of the rights or powers specified above in this Section 5.3(c) until such time as the First Lien Obligations have been paid in full in cash or Cash Equivalents and all Revolving Loan Commitments have been terminated, whereupon the Required Term B Lenders shall have the exclusive right to act on behalf of the Term B Lenders to exercise the rights or powers specified in this Section 5.3. Except as the same relates to the Collateral or as otherwise expressly prohibited by this Agreement, the Lenders may exercise any right or power, enforce any remedy, give any direction, consent or waiver or make any determination, under or in respect of any provision of any Loan Documents to which it is a party.
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Related to Control of Enforcement Actions

  • No Enforcement Actions Notwithstanding Section D of Article V, the Custodian shall not be under any duty or obligation to take action, by legal means or otherwise, to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until (i) it shall be directed to take such action by Written Instructions and (ii) it shall be assured to its satisfaction (including prepayment thereof) of reimbursement of its costs and expenses in connection with any such action.

  • Regulatory Enforcement Actions The Company, the Bank and its other Subsidiaries are in compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or to them, the failure to comply with which would have a Material Adverse Effect. None of the Company, the Bank, the Company’s or the Bank’s Subsidiaries nor any of their officers or directors is now operating under any restrictions, agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are, to the Company’s knowledge, (a) any such restrictions threatened, (b) any agreements, memoranda or commitments being sought by any Governmental Agency, or (c) any legal or regulatory violations previously identified by, or penalties or other remedial action previously imposed by, any Governmental Agency remains unresolved.

  • ADDITIONAL ENFORCEMENT ACTIONS Upon a determination by the Director that there is a threat to the public health or the environment, or upon discovery of any new information, RIDEM reserves the right to take additional enforcement actions as provided by law or regulation, including, but not limited to, the issuance of “Immediate Compliance Orders” as authorized by R.I. Gen. Laws Section 42-17.1- 2(21). This Agreement shall not restrict any right to hearing or other right available by statute or regulation that the Respondents may have regarding any new enforcement action commenced by RIDEM after the execution of this Agreement.

  • Enforcement Actions Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah may, at its option, take and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishment.

  • Enforcement Action The Official Agency will ensure that enforcement action taken is in accordance with Articles 137 and 138 of Regulation (EU) 2017/625. The Official Agency shall ensure the effective and appropriate use of enforcement powers under national food legislation while having due regard for: • the use of available enforcement orders under the Act • food law enforcement policy published by the Authority and • any enforcement guidance agreed between the Authority and the Official Agency. When an enforcement notice is to be served by the Official Agency the content of the notice shall be agreed with the Authority as a matter of urgency, prior to it being served. Draft notices shall be submitted to xxxxxxxxxxxx@xxxx.xx for agreement.

  • Costs of Enforcement The Company agrees that if the Company or any other Person the securities of which are purchasable upon exercise of Rights fails to fulfill any of its obligations pursuant to this Agreement, then the Company or such Person will reimburse the holder of any Rights for the costs and expenses (including legal fees) incurred by such holder in actions to enforce such holder's rights pursuant to any Rights or this Agreement.

  • Contract Enforcement Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED TO A, B2, 5-7. Enforcement of Contract and Dispute Resolution Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Vendor and DIR agree to the following: (i) a party’s failure to require strict performance of any provision of the Contract shall not waive or diminish that party’s right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Xxxxxx County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such dispute unless DIR, Xxxxxxxx, and Vendor agree in writing. 3) State agencies are required by rule (34 TAC §20.1115) to report vendor performance through the Vendor Performance Tracking System (VPTS) on every purchase over $25,000. 1) Termination for Non-Appropriation a) Termination for Non-Appropriation by Customer

  • Law Enforcement 24.1 Each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by Applicable Law in matters related to Services provided by it under this Agreement, including, but not limited to, the production of records, the establishment of new lines or the installation of new services on an existing line in order to support law enforcement and/or national security operations, and, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed number recording facilities and equipment. 24.2 A Party shall not have the obligation to inform the other Party or the Customers of the other Party of actions taken in cooperating with law enforcement or national security authorities, except to the extent required by Applicable Law. 24.3 Where a law enforcement or national security request relates to the establishment of lines (including, but not limited to, lines established to support interception of communications on other lines), or the installation of other services, facilities or arrangements, a Party may act to prevent the other Party from obtaining access to information concerning such lines, services, facilities and arrangements, through operations support system interfaces.

  • Cost of Enforcement In the event either party commences a judicial action to enforce the provision of this Agreement, the prevailing party in such action shall be entitled to recover, in addition to such other amounts as may be permitted by law, all costs and expenses incurred by it in the prosecution of defense of such action, including reasonable attorneys’ fees.

  • Expenses of Enforcement, Etc The Guarantors agree to reimburse the Administrative Agent and the other Holders of Guaranteed Obligations for any reasonable costs and out-of-pocket expenses (including attorneys’ fees) paid or incurred by the Administrative Agent or any other Holder of Guaranteed Obligations in connection with the collection and enforcement of amounts due under the Loan Documents, including without limitation this Guaranty.

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