Coordination; Recovery Sample Clauses

Coordination; Recovery. If an infringement claim described in Section 10.4(a) is brought against one or both Parties, except as provided in the last sentence of this Section 10.4(b), the Parties shall defend such claim jointly, unless they agree otherwise in writing. [*****]. If the charged Party does not commence actions to defend such claim within thirty (30) days after being so charged, then the other Party shall have the right, but not the obligation, to defend such claim. The non-defending Party shall reasonably cooperate with the Party conducting the defense of the claim and shall have the right to participate with separate counsel at its own expense, and the defending Party shall consider in good faith the non-defending Party’s comments and suggestions on strategy for defending such action. The Party defending the claim shall bear the costs of the defense of any such claim and shall have sole rights to any recovery. No Party shall enter into any settlement concerning activities under this Agreement or any Combination Therapy that affects the other Party’s rights under this Agreement or imposes any obligations on the other Party, including any admissions of wrongdoing on behalf of the other Party, without such other Party’s prior written consent, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, if a claim of infringement described in Section 10.4(a) is attributable solely to one Party’s Development, Manufacture or Commercialization of its Product, such Party shall have the sole right and obligation, to defend and settle the disposition of such claim, at its sole expense, in a manner not to materially adversely impact the other Party’s rights under this Agreement.
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Coordination; Recovery. The Parties will promptly meet, discuss and agree, in light of the circumstances of such Infringement, which Party should take the lead or whether the Parties should jointly lead in initiating legal action to enforce any Joint Patents against infringement, and to protect any Know-How within Joint Technology from misappropriation, or to defend any declaratory judgment action relating thereto. If the Parties mutually agree to initiate such legal proceeding, each Party shall be responsible for [***] of the reasonable, verifiable, and out-of-pocket costs incurred in connection with such action. [***].
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Related to Coordination; Recovery

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

  • Contract Monitoring The criminal background checks required by this rule shall be national in scope, and must be conducted at least once every three (3) years. Contractor shall make the criminal background checks required by Paragraph IV.G.1 available for inspection and copying by DRS personnel upon request of DRS.

  • 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.

  • Monitoring Services IDT staff shall, using methods that include face-to-face and other contacts with the member, monitor the services a member receives. This monitoring shall ensure that: a. The member receives the services and supports authorized, arranged for and coordinated by the IDT staff; b. The services and supports identified in the MCP as being provided by natural and community supports are being provided; and c. The quality of the services and supports received is adequate and still necessary to continue to meet the needs and preferences of the member and support the member’s outcomes identified in the MCP.

  • Procurement procedures 11.1 The Recipient must secure the best value for money and shall act in a fair, open and non-discriminatory manner in all purchases of goods and services.

  • Program Monitoring The Contractor will make all records and documents required under this Agreement as outlined here, in OEC Policies and NHECC Policies available to the SRO or its designee, the SR Fiscal Officer or their designee and the OEC. Scheduled monitoring visits will take place twice a year. The SRO and OEC reserve the right to make unannounced visits.

  • Order Coordination and Order Coordination-Time Specific 2.1.9.1 “Order Coordination” (OC) allows BellSouth and Lightyear to coordinate the installation of the SL2 Loops, Unbundled Digital Loops (UDL) and other Loops where OC may be purchased as an option, to Lightyear’s facilities to limit end user service outage. OC is available when the Loop is provisioned over an existing circuit that is currently providing service to the end user. OC for physical conversions will be scheduled at BellSouth’s discretion during normal working hours on the committed due date. OC shall be provided in accordance with the chart set forth below. 2.1.9.2 “Order Coordination – Time Specific” (OC-TS) allows Lightyear to order a specific time for OC to take place. BellSouth will make every effort to accommodate Lightyear’s specific conversion time request. However, BellSouth reserves the right to negotiate with Lightyear a conversion time based on load and appointment control when necessary. This OC-TS is a chargeable option for all Loops except Unbundled Copper Loops (UCL) and Universal Digital Channel (UDC), and is billed in addition to the OC charge. Lightyear may specify a time between 9:00 a.m. and 4:00 p.m. (location time) Monday through Friday (excluding holidays). If Lightyear specifies a time outside this window, or selects a time or quantity of Loops that requires BellSouth technicians to work outside normal work hours, overtime charges will apply in addition to the OC and OC-TS charges. Overtime charges will be applied based on the amount of overtime worked and in accordance with the rates established in the Access Services Tariff, Section E13.2, for each state. The OC-TS charges for an order due on the same day at the same location will be applied on a per Local Service Request (LSR) basis.

  • Project Monitoring The Developer shall provide regular status reports to the NYISO in accordance with the monitoring requirements set forth in the Development Schedule, the Public Policy Transmission Planning Process Manual and Attachment Y of the OATT.

  • Coordination of Work Licensee shall be responsible for coordination of its Equipment installation work to avoid any interference with existing utilities, substructures, facilities and/or SFMTA transit operations. Licensee shall be the City's point of contact for all Equipment installation and except in case of emergency, all communications concerning Equipment installation shall be through Licensee's field representatives.

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