EMORY'S RIGHT Sample Clauses

EMORY'S RIGHT. TO PURSUE THIRD PARTY INFRINGERS. To the extent that any activity notified under Section 7.1 may represent a substantial infringement of a Valid Claim and if GW shall fail, within [***] after receiving notice from Emory of a potential infringement of the Licensed Patents or after providing Emory with notice of such infringement, either (a) to terminate such infringement or (b) to institute an action to prevent continuation thereof and, thereafter, to prosecute such action diligently, or if GW notifies Emory prior to the expiration of such [***] that it does not plan to terminate the infringement of the Licensed Patents or institute such action, then Emory shall have the right to do so. In the event that GW institutes such an action, Emory and Triangle agree to fully cooperate with GW, including being joined, at GW's expense, as a party if such action is necessary. If Emory institutes such an action, GW shall cooperate with Emory in such effort, including being joined, at Emory's expense, as a party to such action if necessary. Any damage award or settlement payments made to GW in connection with any action filed by it relating to infringement of the Licensed Patents, after first reimbursing GW for its expenses, shall be equally divided by GW and Emory. In the event Emory institutes any action relating to infringement in any country of the Licensed Patents, Emory may deposit up to [***] ([***]%) of any royalties which are otherwise payable to GW in respect of sales of Licensed Products in that country during the pendency of any such infringement action in an interest-bearing escrow account (bearing interest at rates comparable to other Emory deposits of immediately available funds). Emory shall, upon the final resolution or settlement of such infringement action, provide GW with an accounting of the total royalty payments escrowed (and interest thereon) and Emory's expenses incurred in such infringement action. Emory shall be entitled to offset any expenses which Emory fails to recoup from any damage award or settlement payments arising from such infringement action against such escrowed royalties. Upon the conclusion of such litigation, any escrowed payments (and interest thereon) in excess of Emory's unrecouped expenses shall be immediately paid to GW. Any damage award or settlement payments made to Emory in respect of a Licensed Patent in excess of Emory's expenses in connection with any infringement action Emory initiates relating to the Licensed Patent...
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Related to EMORY'S RIGHT

  • Company’s Rights The existence of this Agreement will not affect in any way the right or power of the Company or its Shareholders to accomplish any corporate act, including, without limitation, the acts referred to in Section 11.16 of the Plan.

  • The Company’s Rights The existence of the Award Shares shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Lessor's Rights If Lessee fails to perform Lessee's obligations under this Paragraph 7, or under any other paragraph of this Lease, Lessor may at its option (but shall not be required to) enter upon the Premises after ten (10) days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf and put the same in good order, condition and repair, and the cost thereof together with interest thereon at the maximum rate then allowable by law shall become due and payable as additional rental to Lessor together with Lessee's next rental installment.

  • Recovering Finance Party’s rights (a) On a distribution by the Agent under Clause 27.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

  • Creditors’ Rights A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Award Agreement.

  • Indemnified Party's Rights Anything in thisSection 7 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to defend, compromise or settle such Claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of such Claim.

  • Pledgor’s Rights As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof:

  • Assignor’s Rights and Obligations Any Member who shall Transfer any Unit in a manner in accordance with this Agreement shall cease to be a Member with respect to such Units and shall no longer have any rights or privileges, or, except as set forth in this Section 10.06, duties, liabilities or obligations, of a Member with respect to such Units or other interest (it being understood, however, that the applicable provisions of Sections 6.08 and 7.04 shall continue to inure to such Person’s benefit), except that unless and until the Assignee (if not already a Member) is admitted as a Substituted Member in accordance with the provisions of Article XII (the “Admission Date”), (i) such Transferring Member shall retain all of the duties, liabilities and obligations of a Member with respect to such Units, and (ii) the Manager may, in its sole discretion, reinstate all or any portion of the rights and privileges of such Member with respect to such Units for any period of time prior to the Admission Date. Nothing contained herein shall relieve any Member who Transfers any Units in the Company from any liability of such Member to the Company with respect to such Units that may exist as of the Admission Date or that is otherwise specified in the Delaware Act or for any liability to the Company or any other Person for any materially false statement made by such Member (in its capacity as such) or for any present or future breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in the Other Agreements with the Company.

  • Company’s Right to Terminate Notwithstanding the provisions of Section 3.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons:

  • LESSOR'S RIGHT TO CURE If the Lessee shall fail to make any payment, or to perform any act required to be made or performed under this Lease and to cure the same within the relevant time periods provided in Section 16.1, the Lessor, after five (5) Business Days' prior notice to the Lessee (except in an emergency when such shorter notice shall be given as is reasonable under the circumstances), and without waiving or releasing any obligation or Event of Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of the Lessee, and may, to the extent permitted by law, enter upon the Leased Property for such purpose and take all such action thereon as, in the Lessor's opinion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of the Lessee. All sums so paid by the Lessor and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses, in each case, to the extent permitted by law) so incurred shall be paid by the Lessee to the Lessor on demand as an Additional Charge. The obligations of the Lessee and rights of the Lessor contained in this Article shall survive the expiration or earlier termination of this Lease.

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