Election Not to Proceed. Company shall have no obligation to use the Property or include the Property in the Picture. Should Company elect at any time not to use said Property for filming or any other purposes (which Company shall have the right to do), written notice thereof will be given by Company to Grantor. If such written notice is given prior to Company using the Property, Grantor shall not be entitled to any compensation and thereafter the parties hereto shall be released from any and all of their respective obligations hereunder. If such written notice is given after Company uses the Property, Company shall remain obligated to restore the Property as provided above and Grantor shall only be entitled to receive as full compensation for Company's use either the negotiated daily rate for each day of preparation and/or photography that Company actually used the Property, or a pro-rated amount of the negotiated fee for each day during which Company used the Property, whichever is applicable.
Election Not to Proceed. On a Patent-by-Patent basis, if a Responsible Party, either prior or subsequent to filing any patent applications for Project Patents, elects not to file, prosecute or maintain such patent applications, or maintain any ensuing Project Patents, it shall notify the other Party within [***] prior to allowing such Project Patent to lapse or become abandoned or unenforceable, and the other Party may elect to prepare, file, prosecute, maintain and enforce such Project Patent. Without limiting the foregoing, if a Responsible Party plans to abandon any patent application in any Territory relating to a Project Gene in a Project Patent, the Responsible Party shall promptly notify the other Party, and shall not abandon such patent application for [***] after such notification to allow the other Party, if it chooses, to continue to prosecute such patent application solely at its own cost and expense. The costs of filing, prosecuting, and maintaining any Project Patent assumed by a Party pursuant to this Section 10.3.3 shall be the responsibility of such Party (but only if and to the extent such Party, in its sole discretion, decides to incur such costs), and shall not be considered a Shared Patent Cost under Section 10.3.3(a).
Election Not to Proceed. If one of the Parties elects not to proceed with a suit or other proceeding as recommended by the other Party pursuant to Section 6.8.1, the other Party may, but is not obligated to, commence and maintain such suit or other proceeding at its own cost and expense. If that Party elects to proceed with the suit or other proceeding, the Party electing to proceed shall have the exclusive right to: (a) select and retain litigation counsel of its choosing; and (b) direct and control such suit or other proceeding and receive and retain all settlement amounts, damages, and other monetary awards recovered in connection with it. A party initiating or defending any suit or proceeding pursuant to this Section 6,8.2 shall have the exclusive right, in its sole discretion, to settle and compromise such suit or proceeding, whether by settlement or other voluntary final disposition, without the prior written approval of the other Party, provided that the terms of such resolution do not: (i) enjoin any future action by the other Party or any of its Affiliates, licensees, sublicensees, or customers (including the other party, “Affected Persons”); (ii) derogate from or diminish any of the other Party’s rights or licenses under this Agreement; (iii) require any of the Affected Persons to make any payment; (iv) fail to grant the other Party and its Affiliates a release of all claims in the suit or proceeding; (v) require the admission or concession that any claim or aspect of any Foreground IP is invalid or unenforceable, or require any waiver or disclaimer of any rights with respect to such claim or patent; or (vi) otherwise have a material adverse effect upon any of the Affected Persons, any of their assets, or any objectives or subject matter of this Agreement.
Election Not to Proceed. If Company elects not to proceed with the Colorado River Project as contemplated by this Agreement before Company has received any Grant Funds, Company shall notify County in writing, and this Agreement and all obligations of both Parties are terminated effective immediately.
Election Not to Proceed. LICENSEE may elect to surrender any patent or patent application in Patent Rights in any country upon [*] advance written notice to MSK. Such notice shall relieve LICENSEE from the obligation to pay for future patent costs but shall not relieve LICENSEE from responsibility to pay patent costs incurred prior to MSK’s receipt of such notice. Such surrendered U.S. or foreign patent application or patent shall thereupon cease to be a Patent Right hereunder, LICENSEE shall have no further rights therein and MSK shall be free to license its rights to that particular U.S. or foreign patent application or patent to any other party on any terms.
Election Not to Proceed. Should Owner elect not to proceed, all parties, including CPI, History Colorado, Owner and lead contractors shall determine the course of action determined to fulfill the scope of services under the Contract. CPI shall not expend any amounts in excess of the original grant funds and Matching Funds without the prior written consent of Owner.
Election Not to Proceed. In the event that either party elects ----------------------- not to proceed with or to fund its fairly allocated portion of the cost of the Program at any time prior to the identification of any Development Compound (the "Non-Developing Party"), the other party shall be entitled to an exclusive license to pursue the discovery and development and commercialize any resulting product (the "Developing Party"). Such license shall provide a royalty to the Non-Developing Party of [ ]* of the Developing Party's net sales and [ ]* of any outlicense proceeds received by the Developing Party, after deducting the Developing Party's development costs from such net sales or outlicense proceeds. Such license shall further provide that the Non-Developing Party shall transfer to the Developing Party such technology as is required by the Developing Party to continue development of Development Compound(s), (the "Transferred Technology") provided that the Developing Party's right to use the Transferred Technology shall be limited to internal use for the sole purpose of developing the Development Compound(s), with the right to sublicense or assign the Transferred Technology to a third party for the sole purpose of developing the Development Compound(s). In the event the Developing Party desires to sublicense or assign the Transferred Technology to a third party, it shall so notify the Non-Developing Party and request the Non-Developing Party's consent to such sublicense or assignment, such consent not to be unreasonably withheld or delayed.
Election Not to Proceed. Upon execution of this Agreement, or prior, Producer agrees to deposit in the RTR Account the sum of $15,000.00 as a Holding Deposit for the dates outlined in paragraph 3 above. Should Producer elect at any time not to use the Premises (which Producer shall have the right to do), prior to Producer’s first use of the Premises, written notice thereof will be given by Producer to District. If such written notice is given at least fourteen (14) days prior to Producer’s first intended date for entering the Premises, District shall be entitled to receive as compensation a cancellation fee equaling 50% of said Holding Deposit. If such written notice is given less than fourteen (14) days prior to Producer’s first intended date for entering the Premises but more than three (3) days prior to Producer’s first intended date for entering the Premises, shall be entitled to receive as full compensation a cancellation fee equaling the total amount of said Holding Deposit. If such written notice is given three (3) days or less prior to Producer’s first intended date for entering the Premises, District shall be entitled to receive as full compensation a cancellation fee equaling the total amount of the Locations Fees. Producer shall have no obligation to use the Premises in the project. Should Producer use the Premises, said Holding Deposit shall become the Security Deposit as outlined in paragraph 4 above.
Election Not to Proceed. Should NPS wish to abandon any, or cease the defense or maintenance of, any patent applications and patents claiming NPS Inventions, it shall first obtain written approval from Amgen. [* * *], Amgen, at its option and expense, may continue the prosecution or maintenance of such patent application or patent. A decision by Amgen not to prepare, file, prosecute or maintain any patent application or patent claiming an
Election Not to Proceed. Amgen shall be free, at any time and at is sole option, to elect not to proceed with and/or to abandon the preparation, filing, prosecution, maintenance or defense of any patent application or patent claiming Joint Inventions in any country, provided, that it gives NPS notice of such intention at least thirty (30) days before a final due date which would result in abandonment or bar of patentability of such patent or patent application. In such case, NPS, at its option, may continue prosecution or maintenance at its own cost. A decision by Amgen not to prepare, file, prosecute or maintain any patent application or patent claiming a Joint Invention will not affect Amgen's rights under this Agreement, specifically including the rights and licenses granted under Sections 2.1 through 2.3.
