Litigation There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.
Cooperation of the Parties The Seller undertakes to notify the Buyer of any obstacles on his part, which may negatively influence proper and timely delivery of the Equipment.
Prosecution Notwithstanding Article 10 of the Agreement (as amended by Amendment No. 1), LICENSEE shall be entitled, at its sole expense, to assume prosecution of the PATENT APPLICATION and any other United States or foreign patents or patent applications claiming [**], including any continuations, divisionals, and continuations-in-part, and continued prosecution application(s), any reissues, re-examinations, renewals, or extensions, substitutes, and the relevant international equivalents (collectively, the “[**] PATENT(S)”). Any additional patent applications claiming, using, derived from, or arising from [**] or an [**] PATENT shall be an [**] PATENT. Upon request from LICENSEE, YALE will timely transfer to LICENSEE responsibility for prosecution of the [**] PATENTS. All [**] PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by LICENSEE and reasonably acceptable to YALE. Said independent patent counsel shall be ultimately responsible to LICENSEE, but YALE shall also be the client of said patent counsel. YALE shall have the right to retain, at its own expense, separate patent counsel to advise YALE regarding such patent matters. LICENSEE shall instruct patent counsel to keep LICENSEE, YALE and YALE’s patent counsel, if such counsel should be engaged by YALE, fully informed of the progress of all [**] PATENTS, and to give both LICENSEE and YALE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. In making its decisions regarding patent matters related to [**] PATENTS, LICENSEE shall (a) give due regard to the advice of its patent counsel, (b) instruct its patent counsel to consider any advice offered by YALE and YALE’s patent counsel, if such counsel should be engaged by YALE, and (c) conduct such preparation, prosecution and maintenance of [**] PATENTS in a manner that is commercially reasonable in order to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE to YALE pursuant to the Agreement. In the event of a disagreement concerning the prosecution of the [**] PATENTS, LICENSEE shall have the right to make the final decision concerning such the prosecution. LICENSEE shall have no liability to YALE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with the Agreement in connection with such patent prosecution. If LICENSEE desires to abandon any [**] PATENT, LICENSEE will provide YALE with sufficient prior written notice, and YALE may then assume prosecution of such patent; and, thereafter, (i) if the [**] PATENT remains a “LICENSED PATENT” under the Agreement, then the provisions in the Agreement governing prosecution costs will apply; and (ii) if the [**] PATENT ceases to be a “LICENSED PATENT” under the Agreement, YALE’s prosecution of such patent will be at YALE’s expense, and, in the case of this clause (ii), LICENSEE will timely assign LICENSEE’s joint ownership interests in such [**] PATENTS that are being abandoned by LICENSEE to YALE.
Cooperation in Litigation Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.
Patent Prosecution 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office.
6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties.
6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.
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).
Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.
Cooperation in Drafting The Parties have cooperated in the drafting and preparation of this Agreement. This Agreement will not be construed against any Party on the basis that the Party was the drafter or participated in the drafting.
Complaints Investigation The employee who complains of harassment under the provisions of the Human Rights Code must first comply with the Employer’s harassment policy procedures before filing a grievance or human rights complaint.
COURT ACTION If a judgment of dissolution of marriage is obtained by either Xxxxxx, the original of this Agreement shall be attached to the judgment. The court shall be requested to do the following:
a.) Approve the entire Agreement as fair and equitable;
b.) Order the Couple to comply with all of its executory provisions;
c.) Merge the provisions relating to child custody and visitation, Child Support, Spousal Support, future acts with respect to property division, attorney fees and costs, and income tax, and only those provisions, into the judgment; and
d.) Incorporate the remainder of the Agreement in the judgment for the sole purpose of identification.