Developers Efforts Sample Clauses

Developers Efforts. In addition to Developer’s obligations under Section 11.2, if the manufacture, use or distribution of the Licensed Property or Deliverables is enjoined or becomes, or Developer believes in good faith is likely to become, the subject of an IP Claim, Cisco agrees to permit Developer, at its sole option and expense, to obtain such licenses, or make such replacements or modifications to the Licensed Property and/or Deliverables subject to the claim, as applicable, as are necessary to permit the continued manufacture, use, or distribution of the applicable Licensed Property and/or Deliverable by Cisco in accordance with this Agreement without infringement, with the same functionality as the applicable Licensed Property and/or Deliverable, and in compliance with the Specifications. If Developer, after using commercially reasonable efforts, is unable to accomplish the foregoing remedies is unable to achieve either of the foregoing within ninety (90) days of receipt of notification of an IP Claim (or such longer period as determined by Cisco in good faith) after the holding of infringement or the entry of the injunction, CONFIDENTIAL TREATMENT REQUESTED as applicable, then Developer shall promptly refund to Cisco a pro-rata portion of the fees paid for the Licensed Property and/or Deliverable subject to the IP Claim, as applicable, the use, manufacture, import, support, service or distribution of which is legally prohibited.
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Developers Efforts. City will provide Developer a copy of City’s Strata AIM Zone Revenue Deficiency Notice within seven (7) days of City’s receipt thereof. Within 30 days following its receipt of the Strata AIM Zone Revenue Deficiency Notice, Developer will provide documentary evidence to City to demonstrate Developer has exercised reasonable good faith efforts to cause the Office Building and the New Garage to continuously generate New Jobs, to the extent reasonably practicable. Developer’s “commercially reasonable good faith efforts” shall be predicated upon, among other things, (i) then applicable market conditions; (ii) Developer’s demonstrated efforts to lease the Office Building to one or more lessees capable of producing a sufficient number of New Jobs during any given period for which New Jobs are determined in support of a Strata AIM Zone Disbursement (the “Strata AIM Zone Reporting Period”)while the Garage Bond is outstanding; (iii) Developer’s continuous engagement of a Missouri licensed real estate broker; (iv) the actual New Jobs included in the report produced by the Missouri Department of Revenue in connection with its disbursement of payroll taxes to Port KC from the Port Authority AIM Zone Fund (as such term is defined in RSMo 68.075.5 (each, a “Strata AIM Zone Report”) for the applicable Strata AIM Zone Reporting Period compared to the Strata AIM Zone New Jobs Projections prepared by Developer and set forth on Exhibit C (taking into consideration changes in conditions and circumstances since the Effective Date of this Agreement); and (v) such other criteria as may be determined as mutually acceptable to City and Developer, from time to time; provided, however, notwithstanding anything to the contrary, the parties agree that Developer will not be responsible for, and no negative conclusion shall be made or supported by, tenants or other occupants of Developer not hiring people and/or firing people, terminating jobs, restructuring workforce and/or positions, hiring people who do not meet the AIM Zone criteria and/or other similar factors.
Sample 1
Developers Efforts. If the manufacture, use, import, or sale of the Product is enjoined or becomes the subject of a claim of infringement, Developer shall obtain such licenses, or make such replacements or modifications, as are necessary to continue the manufacture, use, import, and sale of the Product to, by or on behalf of Cisco without infringement and in compliance with the Specifications. If Developer is unable to achieve the foregoing within thirty (30) days (or such longer period as determined by Cisco in good faith) after the holding of infringement or the entry of the injunction, as applicable, Developer shall refund to Cisco all amounts paid by Cisco to Developer with respect to development of the Product (including without limitation amounts paid prior to the date of this DLA) and any license fees or royalties paid hereunder. Nothing in this section shall limit any other remedy of Cisco or Developer’s indemnification obligation as set forth in Section 10.1.‌
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Developers Efforts 
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Related to Developers Efforts

  • Commercialization Efforts The RECIPIENT shall, including whether through its own efforts or the efforts of a licensee under a License Agreement allowed by the terms of this Attachment, use diligent and commercially reasonable efforts to commercialize at least one Commercial Product or Commercial Service or otherwise bring to practical application the Project Results in accordance with the commercial development plan submitted with the Application and including any changes to such commercial development plan in accordance with Section D3.01. For the avoidance of doubt, partnering or licensing activities shall be considered to be efforts to commercialize.

  • Joint Efforts To the full extent permitted by law, neither this Agreement nor any ambiguity or uncertainty herein will be construed against any of the parties hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been prepared by the joint efforts of the respective attorneys for, and has been reviewed by, each of the parties hereto.

  • Diligent Efforts Pfizer and Xenogen Cranbury each shall use reasonably diligent efforts to achieve the objectives of the Research Program. Xenogen Cranbury will use reasonably diligent efforts to achieve the objectives listed in the Research Plan and Pfizer will use reasonably diligent efforts to assist Xenogen Cranbury in such efforts.

  • Development Efforts 4.2.1 Hana shall use Commercially Reasonable Efforts to Develop each Product in the Territory (including carrying out its responsibilities under the Development Plan) to:

  • Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

  • Regulatory Approvals; Efforts (a) Prior to the Closing, Parent, Merger Sub and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Merger including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger, (ii) the satisfaction of the conditions to consummating the Merger, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act) required to be obtained or made by Parent, Merger Sub, the Company or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Additionally, each of Parent, Merger Sub and the Company shall use reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Merger, the parties hereto shall use reasonable best efforts to effect such transfers.

  • Marketing Efforts In connection with an underwritten offering, cause its officers to use their commercially reasonable efforts to support the marketing of the Registrable Securities covered by such offering (including participation in “roadshows” or other similar marketing efforts).

  • Efforts (a) Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement.

  • Reasonable Commercial Efforts Reasonable commercial efforts means that the obligated party is required to make a diligent, reasonable and good faith effort to accomplish the applicable objective. Such obligation, however, does not require an expenditure of funds or the incurrence of a liability on the part of the obligated party, nor does it require that the obligated party act in a manner that would be contrary to normal commercial practices in order to accomplish the objective. The fact that the objective is or is not actually accomplished is not, by itself, an indication that the obligated party did or did not in fact utilize its reasonable commercial efforts in attempting to accomplish the objective.

  • Joint Effort The preparation of this Agreement has been a joint effort of the parties, and the resulting document shall not be construed more severely against one of the parties than the other.

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