Diaxonhit Action Sample Clauses

Diaxonhit Action. If XDx does not take action in the prosecution, defence, prevention, or termination of any IP Action pursuant to clause 16.2 above, and has not commenced negotiations with the other party for the discontinuance of said IP Action, within ninety (90) days after receipt of notice to XDx by Diaxonhit of the existence of an IP Action, Diaxonhit may elect to do so. Should Diaxonhit elect to commence or defend legal proceedings in respect of the IP Action and XDx is joined as party in any such legal proceedings, XDx shall have the right to approve the counsel selected by Diaxonhit to represent the Parties, such approval not to be unreasonably withheld or delayed. The expenses of such suit or suits that Diaxonhit elects to bring, including any expenses of XDx incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Diaxonhit, as the case may be, and Diaxonhit shall hold XDx free, clear and harmless from and against any and all costs of such litigation, including reasonable attorney’s fees (but excluding any independent attorney fees incurred by XDx in addition to the approved attorney fees). Diaxonhit shall not compromise or settle such litigation without the prior written consent of XDx, which consent shall not be unreasonably withheld or delayed. In the event Diaxonhit exercises its right to pursue legal proceedings pursuant to this clause 16.3, Diaxonhit shall first reimburse themselves out of any sums recovered in such suit or in settlement thereof for all out of pocket costs and expenses of every kind and character, including without limitation attorney’s fees and the costs of XDx payable pursuant to this clause 16.3, incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then XDx shall be entitled to receive 25% of such funds and the remaining 75% of such funds shall be retained by Diaxonhit.
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Related to Diaxonhit Action

  • COURT ACTION If a judgment of dissolution of marriage is obtained by either ▇▇▇▇▇▇, 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.

  • 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.

  • Infringement Actions 7.1 Licensee shall inform University promptly in writing of any alleged infringement of the Patent Rights by a third party and of any available evidence thereof. 7.2 During the term of this Agreement, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights in the Field and in the Territory if Licensee has notified University in writing of its intent to prosecute; provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. In furtherance of such right, University hereby agrees that Licensee may include University as a party plaintiff in any such suit, without expense to University. The total cost of any such infringement action commenced or defended solely by Licensee shall be borne by Licensee and University shall receive a percentage of any recovery or damages for past infringement derived therefrom which is equal to the percentage royalty due University under Article 4. Licensee shall indemnify University against any order for costs that may be made against University in such proceedings. 7.3 If within six (6) months after having been notified of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if Licensee shall notify University at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, University shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and University may, for such purposes, use the name of Licensee as party plaintiff. University shall bear all costs and expenses of any such suit. In any settlement or other conclusion, by litigation or otherwise, University shall keep any recovery or damages for past infringement derived therefrom. 7.4 In the event that a declaratory judgment action alleging invalidity or infringement of any of the Patent Rights shall be brought against University, Licensee, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 7.5 In any infringement suit either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, information, samples, specimens, and other evidence upon request.

  • No Inconsistent Action Seller shall not take any action that is inconsistent with its obligations under this Agreement or that could hinder or delay the consummation of the transactions contemplated by this Agreement.

  • Board Action When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body, the Board member or other governing person, officer, employee, or agent (person(s)) must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material facts, and after any discussion with the person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition, the person(s) shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body.