COOPERATION OF THE PARTIES IN FILINGS Sample Clauses

COOPERATION OF THE PARTIES IN FILINGS. The parties shall cooperate in Filings, and Company shall bear all out-of-pocket expenses with respect thereto. All Filings will be made at a time when appropriate during the development or after the completion of an item of Developed Technology XXXXXX Company shall have the primary administrative responsibility for Filings, and Company shall bear all filing and attorneys' fees incurred in connection therewith. As used herein, "administrative responsibility" means the physical preparation of any documents required for a Filing, and the submission thereof to the appropriate governmental entity. If SGI has not yet received a proposed Filing from Company on an item of Developed Technology, and SGI believes that a Filing should be made with respect thereto, SGI may submit a written request to Company that Company proceed with the preparation of such Filing, provided, however, that Company may, at its sole discretion, proceed or decline to proceed with the preparation of such Filing. If Company declines to prepare and submit a Filing, SGI may proceed with the preparation and submission of such Filing at SGI's expense. In either case, a party preparing a Filing shall submit such Filing to the other party for its review and approval prior to any submission to any governmental entity. A Filing shall be deemed accepted by the receiving party if the receiving party does not provided a written notice of rejection to the submitting party within thirty (30) days after the submitting party's notice thereof. If a party rejects a Filing, it shall include with its rejection notice a detailed description of its reason(s) for rejection, and shall make specific suggestions as to any modifications which it believes should be made to the form or content of such Filing prior to submission. If the submitting party believes that the modifications suggested by the receiving party are inappropriate, the submitting party's Coordinator shall contact the receiving party's Coordinator, and the Coordinators shall arrange and hold a meeting or discussion between appropriate representatives of the parties, at a mutually agreeable time and place, in order to determine a mutually acceptable form, content and time for the proposed Filing. Each party shall provide the other with copies of any correspondence, materials or other communications submitted to or received from a governmental entity or a third party relating to any Filing.
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COOPERATION OF THE PARTIES IN FILINGS. The parties shall use reasonable efforts to pursue and prosecute Filings applicable to the Foreground Technology. All Filings applicable to the Foreground Technology will be made at a time when appropriate during the development or after completion of the Foreground Technology under the names of both parties as joint owners. Company shall have the primary administrative responsibility for Filings with respect to the Foreground Technology, and the parties will cooperate with respect to Filings on the Foreground Technology (including with respect to claim amendments). Silicon Graphics will bear all fees and out-of-pocket expenses payable to Sterne, Kessler, Xxxxxxxxx and Xxx in connection therewith, and Company shall bear all other filing fees, attorneys' fees and out-of-pocket expenses incurred in connection therewith. As used herein, "administrative responsibility" means the preparation of any documents required for a Filing, and the submission thereof to the appropriate governmental entity. If SGI has not yet received a proposed Filing from Company on an item of Foreground Technology,
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COOPERATION OF THE PARTIES IN FILINGS. The Parties shall cooperate in Filings, and share equally IPR Registration Costs with respect thereto, unless otherwise agreed or in accordance with Section 5.3. All Filings shall be made at a time when appropriate during the development or after the completion of an item of Foreground Information under the names of both Parties as joint owners. The IP Committee shall have the primary administrative responsibility for Filings, and the Parties shall share equally (50/50) all IPR Registration Costs incurred in connection therewith (including allocated in-house attorney expenses, if agreed to in advance by the Parties in writing). As used in this Section 5.2, “
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COOPERATION OF THE PARTIES IN FILINGS. The Parties shall cooperate in Filings, and share equally IPR Registration Costs with respect thereto, unless otherwise agreed or in accordance with Section 5.3. All Filings shall be made at a time when appropriate during the development or after the completion of an item of Foreground Information under the names of both Parties as joint owners. The IP Committee shall have the primary administrative responsibility for Filings, and the Parties shall share equally (50/50) all IPR Registration Costs incurred in connection therewith (including allocated in-house attorney expenses, if agreed to in advance by the Parties in writing). As used in this Section 5.2, “administrative responsibility” means the physical preparation of any documents required for a Filing and the submission thereof to the appropriate governmental entity. The Parties hereby agree that, upon unanimous decision of the IP Committee, the IP Committee has the right to Subcontract on behalf of both Parties such tasks to the Firm. If a Joint Owner fails to pay its share of the IPR Registration Costs relating to a certain portion of Foreground Information (a) on the day before the deadline set by a Third Party that has issued the invoice related to such IPR Registration Costs, or (b) within a six (6) month time period following a notification sent by the other Joint Owner or the IP Committee, whichever occurs first, the Joint Owner that has paid its share and/or has notified the other Joint Owner is entitled to pay the share of the non-paying Joint Owner and to recover the related costs by invoicing the share it has paid for said non-paying Joint Owner. If, despite the invoice and two (2) subsequent written notices, the non-paying Joint Owner has not reimbursed the other Joint Owner within six (6) months of the second written notice for its share of the IPR Registration Costs, the non-paying Joint Owner shall be treated as an Abandoning Joint Owner pursuant to Section5; the prior notices set forth in Section 5.3, second paragraph, for the assignment of all right title and interest in and to the specific IPR at issue shall be deemed to have taken place. [*****] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
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Related to COOPERATION OF THE PARTIES IN FILINGS

  • Cooperation of the Parties Each Party agrees to cooperate fully in the preparation, filing, and prosecution of any Patent Rights under this Agreement. Such cooperation includes, but is not limited to:

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Cooperation of Parties The Parties to this Agreement agree to cooperate in good faith to prepare and execute all documents, to seek Court approval, defend Court approval, and to do all things reasonably necessary to complete and effectuate the Settlement described in this Agreement.

  • AGREEMENT OF THE PARTIES The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither Executive nor the Company shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

  • ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.

  • Information and Cooperation Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 7.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology under this Section 7.4; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other actions. In addition, Company agrees that if Licensor claims any action taken under Section 7.4(d)(i) would be detrimental to Patent Rights covering Licensor Technology, Licensor shall provide written notice to Company and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

  • Litigation and Regulatory Proceedings Except as disclosed in SEC Documents, there are no material actions, causes of action, suits, claims, proceedings, inquiries or investigations (collectively, “Proceedings”) before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of the Subsidiaries, threatened against or affecting the Company or any of the Subsidiaries, the Common Stock or any other class of issued and outstanding shares of the Company’s Capital Stock, or any of the Company’s or the Subsidiaries’ officers or directors in their capacities as such and, to the knowledge of the executive officers of the Company, there is no reason to believe that there is any basis for any such Proceeding.

  • Information and Documents (a) From and after the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control.

  • Access to Information and Documents Upon Purchaser's request, Seller shall give Purchaser access to Seller's personnel and all its properties, documents and records and shall furnish copies of documents requested by Purchaser. Purchaser shall not improperly disclose the same prior to the Closing.

  • Intention of the Parties It is the intention of the parties that the Seller is conveying, and the Servicer is receiving only a contract for servicing the Mortgage Loans. Accordingly, the parties hereby acknowledge that the Trust Fund remains the sole and absolute owner of the Mortgage Loans and all rights (other than the servicing rights) related thereto.

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