Enforcement Generally Sample Clauses

Enforcement Generally. Executive acknowledges and agrees that, regardless of the reason for the termination of this Agreement, if Executive breaches or threatens to breach any of the covenants set forth in Section 5 of this Agreement: (a) the Company would suffer irreparable harm; (b) it would be difficult to determine damages; and (c) money damages alone would be an inadequate remedy for the injuries suffered by the Company. Accordingly, regardless of the reason for the termination of this Agreement, Executive acknowledges and agrees that in addition to any other remedies that may be available at law, in equity, or under this Agreement, the Company shall be entitled, to the maximum extent permitted by law, to (v) obtain specific performance and injunctive relief, without posting bond or other security, to enforce this Agreement; (w) obtain an equitable accounting by any court of competent jurisdiction of all profits or benefits arising out of such breach; and (x) immediately cease or withhold payment to Executive of any separation pay for which Executive otherwise may qualify, and seek prompt repayment from Executive of 90% of any such separation pay previously received by Executive (with the remaining 10% serving as consideration for Executive’s release of claims contained in the Release described in Section 4.B). Executive further acknowledges and agrees that (y) Executive shall waive and shall not assert any defense that the Company has an adequate remedy at law with respect to the breach or threatened breach or require that the Company submit proof of the economic value of any Confidential Information and (z) nothing contained in this Agreement shall limit the Company’s right to any other remedies that may be available at law, in equity, or under this Agreement.
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Enforcement Generally. Except as otherwise provided in this Funding Agreement, upon an Event of Default the County will have the right (but not the obligation) to enforce by a proceeding at law or in equity, all restrictions, conditions, covenants and charges now or hereafter imposed by the provisions of this Funding Agreement. Failure by the County to enforce any covenant or restriction contained in this Funding Agreement will not be deemed a waiver of the right to do so thereafter. The prevailing party in any judicial proceeding will be entitled to reimbursement from the non-prevailing party or parties for all reasonable costs and expenses, including attorneys’ fees in connection with such judicial proceeding.
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Enforcement Generally. If the scope of the restrictions in this Section 12 is determined by a court of competent jurisdiction to be too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be construed or rewritten so as to be enforceable to the maximum extent permitted by law, and Employee hereby consents, to the extent he may lawfully do so, to the judicial modification of the scope of such restrictions in any proceeding brought to enforce them.
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Enforcement Generally. (a) In the event of any default by any Owner under any provision(s) of this Declaration and upon any failure of any Owner to comply with any provision of this Declaration, Xxxxx shall have all the rights and remedies set forth in this Declaration or which may be available at law or in equity, and may prosecute any action or other proceeding against such defaulting Owner and/or other persons for enforcement of such provision, which enforcement may include, without limitation, damages, injunction, and specific performance.
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Enforcement Generally. (a) Without limiting any other remedies available to the Parties, this Deed may be enforced by either Party in any court of competent jurisdiction.
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Enforcement Generally. (a) Any recoveries obtained by either Party as a result of any proceeding against a Third Party infringer under Clause 11.4 (Enforcement of Joint Patents) or Clause 11.5 (Enforcement of Licensed Patents) shall first be used to reimburse each Party for all litigation costs paid by that Party in connection with such litigation on a pro rata basis and second, any remainder after the reimbursement of litigation costs shall be split between the Parties in proportion to the relative contribution of each Party to the total litigation costs.
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Related to Enforcement Generally

  • Enforcement of Due On-Sale Clauses; Assumption Agreements.... Section 3.14

  • Enforcement of Patents As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

  • Enforcement Rights (a) At any time following the occurrence of a Termination Event:

  • Enforcement of Covenants The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

  • Enforcement of Agreements After being translated into Spanish by an official translator, this Agreement, the Indenture and the Securities, upon the due execution, issuance and delivery thereof, will be in proper legal form under the laws of the Republic for the enforcement thereof in the Republic against the Republic.

  • Enforcement of Agreement The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

  • Enforcement and Defense As between the Parties, [***] will have the first right, but not the obligation, to seek to xxxxx any actual or suspected Product Infringement, or to file suit against any Third Party for such Product Infringement. [***] shall keep [***] informed and consult with [***] with respect to any such action or proceeding. [***] will pay all its costs incurred for such enforcement, and all recoveries or awards in excess of its costs arising out of such enforcement shall be deemed to constitute Net Sales subject to royalty payments to [***] under Section 7.3. As between the Parties, [***] will have the right, but not the obligation, to defend against a declaratory judgment action challenging any Patent Rights within the Licensed Technology that Cover any Selected Conjugate or Licensed Product. [***] will pay all the costs incurred for such defense. If [***] declines to undertake any action or proceeding to xxxxx any actual or suspected infringement of such Patent Rights within [***] after receipt or delivery of notice under Section 3.8.1, then upon [***]’s written consent, which shall not be unreasonably withheld, [***] shall have the right to commence any such action or proceeding in its own name and to control such actions, and shall assume all decisions and costs related thereto, and all recoveries or awards in excess of its costs arising out of such enforcement shall be retained by [***]. Except as otherwise set forth in this Section 3.8.2, each Party will have the sole right to enforce and defend Patent Rights solely owned by such Party, and the Parties will jointly determine which Party shall enforce Patent Rights included in the Joint Collaboration Technology and the allocation of recoveries and awards from any such enforcement action; provided that if the Parties fail to agree, each Party shall have the right to enforce such Patent Rights included in the Joint Collaboration Technology. Each Party shall have the right to approve any settlement that would adversely affect any such Licensed Technology or Joint Collaboration Technology, or either Party’s rights under this Agreement, or would result in any liability or admission on behalf of either Party, such approval not to be unreasonably withheld.

  • Enforcement of Judgments Subject to the conditions and qualifications set forth in the Registration Statement and the Prospectus, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.

  • ENFORCEMENT AND GOVERNING LAW The provisions of this Agreement shall be regarded as divisible and separate; if any of said provisions should be declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. This Agreement shall be construed and the legal relations of the parties hereto shall be determined in accordance with the laws of the State of Illinois without reference to the law regarding conflicts of law.

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