Defensive Actions Sample Clauses

Defensive Actions. Bayer will indemnify, defend, and hold harmless ArQule, its Affiliates, and their respective officers, directors, employees, and agents from any and all loss, damage, cost, and expense (including reasonable attorneys fees) and amounts paid in settlement arising from any actual or alleged infringement claim brought by a third party, in law or in equity, based on activities undertaken pursuant to this Agreement (except for claims based solely on the practice of an ArQule Patent Right or the use of an ArQule Technology) or based on the manufacture or sale of a final product based on a Custom Array Compound. In the event that ArQule intends to claim indemnification under this Subsection. ArQule shall promptly notify Bayer of the infringement action and Bayer shall assume the defense of the action under its sole control, including the right to effect a settlement. A failure to deliver notice to Bayer within a reasonable time shall relieve Bayer of its indemnity obligation under this Subsection to the extent such failure prejudices the ability of Bayer to defend such action. ArQule shall cooperate fully with Bayer and its legal representatives in the investigation and defense of the action. In the event of a settlement, Bayer shall obtain the prior consent of ArQule (which will not be unreasonably withheld) before agreeing to any settlement that imposes restrictions which are inconsistent with the rights and obligations of the parties under this Agreement.
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Defensive Actions. The provisions of Sections 4.2.1 through 4.2.3 will be suspended, and during such suspension shall cease to bind the Asserting Party with respect to (but only with respect to) any Glass Supplier or any of its Subsidiaries if such Glass Supplier or any of its Subsidiaries seeks an injunction, restraint or other form of prohibitive order from any Government Authority against the Asserting Party on the basis that the Asserting Party or any of its products or services allegedly infringes, directly or indirectly, the Patents of such Glass Supplier ("GLASS PROCEEDINGS") prior to any Suit by the Asserting Party against such Glass Supplier. Such suspension shall last as long as such Glass Proceedings are not Finally Resolved. Upon Final Resolution of such Glass Proceedings, the provisions of Sections 4.2.1 through 4.2.3 shall (i) be again effective from and after such Final Resolution, if such Glass Proceedings are Finally Resolved by either an amicable settlement between the Asserting Party and the Glass Supplier or a withdrawal of all such Glass Proceedings by the Glass Supplier, and (ii) terminate and permanently cease to bind the Asserting Party with respect to such Glass Supplier in all other cases. Upon termination or during any suspension of the provisions of Sections 4.2.1 through 4.2.3 the Asserting Party shall be entitled to seek any remedies available, including with respect to past activities.
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Defensive Actions. Notwithstanding anything to the contrary in this Agreement, the immunity described in Section 4.3.3 and the application of Section 4.3.4 are expressly conditioned upon the applicable Covered Entity not Suing the Licensor Party for Patent infringement, and upon any such Suit such immunity shall retroactively be null and void and of no effect with respect to such Covered Entity, and the Licensor Party shall be entitled to seek any remedies available against such Covered Entity under applicable Law, including with respect to past activities, but only if the Licensor Party has notified the Other Party of the existence of such Suit and the Covered Entity has not taken all actions required on its part to withdraw such Suit completely within two (2) months after such notification. No Suit by the Licensor Party against such Covered Entity prior to any such withdrawal shall constitute a breach of this Section by the Licensor Party as long as the Licensor Party takes all actions required on its part to withdraw such Suit completely within two (2) months after the Covered Entity has taken all actions required on its part to withdraw its Suit completely.
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Defensive Actions. If a claim, suit or proceeding (any for purposes of this Section 6.4, an "Action") is brought against CI or MPI (the "Subject Party") and such Action is directed to the subject of a patent or patent application within the MPI Patents, the Subject Party shall promptly notify the other party. As between the parties to this Agreement, the Subject Party shall be entitled to control the defense in any such action(s); provided that the other party shall have the right to participate in the defense or settlement thereof at its own expense with counsel of its own choosing. Except as agreed in writing by the other party, the Subject Party shall not enter into any settlement of an Action, if such settlement admits the unpatentability, invalidity or unenforceability of any MPI Patent. The Subject Party agrees to keep the other party hereto reasonably informed of all material developments in connection with any Action.
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Defensive Actions. Solvay will indemnify, defend, and hold harmless ArQule, its Affiliates, and their respective officers, directors, employees, and agents from any and all loss, damage, cost, and expense (including reasonable attorneys fees) and amounts paid in settlement arising from any actual or alleged infringement claim brought by a third party, in law or in equity, based on activities undertaken by Solvay or by ArQule at the direction of Solvay (except for claims based solely on the practice of an ArQule Patent Right or the use of ArQule Technology) or based on the manufacture or sale of a Royalty-Bearing Product. In the event that ArQule intends to claim indemnification under this Subsection, ArQule shall promptly notify Solvay of the infringement action and Solvay shall assume the defense of the action under its sole control, including the right to effect a settlement. A failure by ArQule to deliver notice to Solvay within a reasonable time shall relieve Solvay of its indemnity obligation under this Section to the extent such failure prejudices the ability of Solvay to defend such action. ArQule shall cooperate fully with Solvay and its legal representatives in the investigation and defense of the action. In the event of a settlement, Solvay shall obtain the consent of ArQule before agreeing to any settlement that imposes restrictions which are inconsistent with the rights and obligations of the parties under this Agreement.
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Defensive Actions. Borrower will defend, at their expense, any action, proceeding or claim which affects the Property encumbered hereby or any interest of Lender in the Property and will indemnify and hold Lender harmless from all loss, damage, cost, or expense, including attorneys fees, which Lender may incur in connection therewith.
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Defensive Actions. PRI will indemnify, defend, and hold harmless ArQule, its Affiliates, and their respective officers, directors, employees, and agents from any and all loss, damage, cost, and expense (including reasonable attorneys fees) and amounts paid in settlement arising from any actual or alleged infringement claim brought by a third party, in law or in equity, based on activities undertaken pursuant to this Agreement (except for claims based solely on the practice of an ArQule Patent Right or the use of an ArQule Technology) or based on the manufacture or sale of a Royalty-Bearing Product. In the event that ArQule intends to claim indemnification under this Subsection, ArQule shall promptly notify PRI of the infringement action and PRI shall assume the defense of the action under its sole control, including the right to effect a settlement. A failure to deliver notice to PRI within a reasonable time shall relieve PRI of its indemnity obligation under this Subsection to the extent such failure prejudices the ability of PRI to defend such action. ArQule shall cooperate fully with PRI and its legal representatives in the investigation and defense of the action. In the event of a settlement, PRI shall obtain the prior consent of ArQule before agreeing to any settlement that imposes restrictions which are inconsistent with the rights and obligations of the parties under this Agreement.
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Defensive Actions 
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Related to Defensive Actions

  • Successive Actions A separate right of action hereunder shall arise each time Lender acquires knowledge of any matter indemnified or guaranteed by Indemnitor under this Agreement. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action, and Indemnitor hereby waives and covenants not to assert any defense in the nature of splitting of causes of action or merger of judgments.

  • Corrective Actions The Government will use its best efforts to ensure that each Covered Provider (i) takes, where necessary, appropriate and timely corrective actions in response to audits, (ii) considers whether the results of the Covered Provider’s audit necessitates adjustment of the Government’s records, and (iii) permits independent auditors to have access to its records and financial statements as necessary.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Derivative Actions In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met: (a) The Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed. For purposes of this Section 8.9(a), a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act); (b) Unless a demand is not required under paragraph (a) of this Section 8.9, Shareholders eligible to bring such derivative action under the Delaware Act who collectively hold Shares representing ten percent (10%) or more of the total combined net asset value of all Shares issued and outstanding or of the Series or Classes to which such action relates if it does not relate to all Series and Classes, shall join in the request for the Trustees to commence such action; and (c) Unless a demand is not required under paragraph (a) of this Section 8.9, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim. The Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action. (d) For purposes of this Section 8.9, the Board of Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who are “independent trustees” (as that term is defined in the Delaware Act). The Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action.

  • Corrective Action Despite its right to terminate this Agreement pursuant to this Article, the LHIN may choose not to terminate this Agreement and may take whatever corrective action it considers necessary and appropriate, including suspending Funding for such period as the LHIN determines, to ensure the successful completion of the Services in accordance with the terms of this Agreement.

  • Civil Actions Except where the Labour/Management Committee considers that there has been flagrant or wilful negligence on the part of an employee, the Employer agrees not to seek indemnity against an employee whose actions result in a judgment against the Employer. The Employer agrees to pay any judgment against an employee arising out of the performance of his/her duties. The Employer also agrees to pay any legal costs incurred in the proceedings including those of the employee.

  • Adverse Actions Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.

  • Third Party Litigation The undersigned agrees to be available to the Company and its affiliates on a reasonable basis in connection with any pending or threatened claims, charges or litigation in which the Company or any of its affiliates is now or may become involved, or any other claims or demands made against or upon the Company or any of its affiliates, regardless of whether or not the undersigned is a named defendant in any particular case.

  • Restricted Actions Prior to the conversion of, or redemption of, the Series D Shares (other than with respect to Section 8.1(e) which shall survive the conversion of the Series D Shares and shall terminate on the date that no Securities are outstanding), without the prior written consent of the holders of a majority of the Series D Shares (other than with respect to Section 8.1(e) which shall require the prior written consent of the holders of a majority of the Underlying Common Stock), the Company shall not, nor shall the Company suffer or permit any member of the Company Group to, directly or indirectly: (a) use the proceeds from the sale of the Series D Shares and the Warrants hereunder other than (i) to pay the Closing Fee, the CRP Fee and other fees and expenses associated with the transactions contemplated by this Agreement and the Related Documents, (ii) for Permitted Acquisitions and (iii) for working capital and general corporate purposes; (b) prior to the third anniversary of the Initial Closing Date, consummate a Company Sale unless the amount of cash consideration and the Market Price (as of the date of receipt) of any other consideration received by the holders of the Underlying Common Stock, in the aggregate, in such Company Sale, plus the aggregate value of any cash hereafter distributed or issued as a dividend or distribution with respect to any of the Securities is equal to 175% of the aggregate amount of capital invested in the Securities; (c) incur, create, assume or in any way become liable for any Indebtedness for Borrowed Money, Capital Leases or Guarantees unless at the time of and after giving pro forma effect to such incurrence and the application of proceeds therefrom, the ratio of the Company’s Indebtedness for Borrowed Money to EBITDA would be less than or equal to 2.0 to 1.0. Solely for purposes of this Section 8.1(c), (x) Indebtedness for Borrowed Money shall mean all obligations of the Company Group for borrowed money which should be classified upon the obligor’s balance sheet as liabilities, the present value of any Capital Leases and the amount of all Guarantees (whether or not required to be reflected on such obligor’s balance sheet as liabilities), in each case as determined in accordance with GAAP, and (y) EBITDA shall mean the net income of the Company Group (including in the “Company Group” for all purposes of this Section 8.1(c)(y), MAI Systems Corporation and its direct and indirect subsidiaries, for the entire period being measured, regardless of whether such period includes time periods preceding the acquisition of MAI Systems Corporation by the Company), (A) adjusted for the elimination of the following items if, and only if, such items shall never require the expenditure of cash by any member of the Company Group: (1) non-cash interest; (2) non-cash employee compensation expense and (3) nonrecurring non-cash charges, (B) minus any extraordinary gains and other non-recurring gains and (C) plus to the extent deducted from net income (1) income tax expense; (2) depreciation and amortization expense and (3) the aggregate cash interest expense of the Company Group paid, payable or accrued for such period, all of which calculations shall be determined in accordance with GAAP based on the consolidated financial statements of the Company Group for the 12 month period ending on the last day of the fiscal quarter for which the most recent financial statements have been delivered to the Purchasers pursuant to Section 8.3; provided, that notwithstanding the foregoing provisions of this Section 8.1(c), (x) the Company may incur Indebtedness under Capital Leases in an amount not to exceed $1,000,000 in the aggregate outstanding at any time, and (y) the Company may incur Indebtedness under that certain Credit Agreement, dated as of the date of this Agreement, by and between the Company, certain Subsidiaries of the Company, the lenders named therein, and Xxxxx Fargo Foothill, Inc., as Arranger and Administrative Agent in effect on the date hereof (the “Senior Facility”) even though the Ratio will exceed 2.0 to 1.0, if such Indebtedness is incurred to finance Permitted Acquisitions or for working capital and general corporate purposes on or after the date of this Amendment and either (i) following such incurrence, the aggregate amount of Indebtedness outstanding under the Senior Facility does not exceed $23,000,000; or (ii) such Indebtedness under the Senior Facility (A) is incurred at any time during the period beginning on March 31, 2007 and ending on Xxxxxxxx 00, 0000, (x) does not exceed $30,000,000 and (c) is incurred when the Company’s EBITDA for the twelve month period ended on the most recently ended fiscal quarter equals or exceeds the Minimum EBITDA Targets set forth opposite the date below that corresponds to the most recently ended fiscal quarter prior to the date of the borrowing: March 31, 2007 $ 9,000,000 June 30, 2007 $ 9,000,000 September 30, 2007 $ 10,701,744 December 31, 2007 $ 11,862,744 (d) from and after the third anniversary of the Initial Closing Date, consummate a Company Sale unless the amount of cash consideration and the Market Price (as of the date of receipt) of any other consideration received by the holders of the Series D Preferred Stock, in the aggregate, in such Company Sale is at least equal to the Series D Redemption Price for all such shares of Series D Preferred Stock;

  • Third Party Proceedings The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.