Enforcement inside North America Sample Clauses

Enforcement inside North America. (a) Each Party shall promptly inform the other Party of any potential infringement, other violation or related action or proceeding (including any opposition, inter partes review, post grant review or re-examination) (“IP Claim”) of any Licensed IP within North America, or if either Party receives notice of any Claims from any Third Party alleging that any Licensed IP violates the rights of a Third Party in North America. Where permitted under local applicable Law, the Party that accounts for the majority of the Net Sales of any Finished Products involved (whether directly or indirectly) or alleged to be involved (whether directly or indirectly) in such IP Claim shall have the first right to commence (or threaten to commence), control, or respond to any such IP Claim, and the authority and sole control of the defense or settlement of such claim (a “Primary Enforcing Party”); provided that the other Party shall have the right to enforce or respond to routine day-to-day matters such as cease and desist letters or that will not foreseeably result in a future litigation. (b) Where WKKC is the Primary Enforcing Party, Kellanova shall (i) acting reasonably, have the right to select outside counsel for enforcing the related IP Claim,(ii) cooperate with all reasonable requests for assistance by WKKC in connection with the foregoing, including being named as a party in any related court and/or administrative proceedings and (iii) WKKC shall provide Kellanova copies of all notices, complaints, court proceedings, and other documentation relating to the foregoing. Without limiting the foregoing, the Primary Enforcing Party shall not bring any IP Claim against any Sublicensee of the other Party for any alleged infringement or other violation of any Licensed IP by any Sublicensee of the other Party without first raising the issue with the other Party and providing the other Party with the first right to resolve such claim or dispute, and the Primary Enforcing Party shall promptly inform the other Party if the Primary Enforcing Party becomes aware of any such alleged issue involving any Sublicensee of the other Party. (c) Where the Primary Enforcing Party brings an enforcement action, all out-of-pocket costs and proceeds associated with such enforcement action shall be shared with the other party in proportion to the prior year’s Net Sales in North America of such Finished Products, subject to Section 4.2(d). (d) If the Primary Enforcing Party declines to bring an action...
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Related to Enforcement inside North America

  • What Will Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • UNITED ARAB EMIRATES Notifications

  • Mobile Banking Services Mobile Banking is a personal financial information management service that allows you to access account information and conduct transactions using compatible and supported mobile phones and/or other compatible and supported wireless devices (including phones, "Wireless Devices"). We reserve the right to modify the scope of the Mobile Banking services at any time. We reserve the right to refuse to make any transaction you request through Mobile Banking. You agree and understand that Mobile Banking may not be accessible or may have limited utility over some mobile telephone networks, such as while roaming.

  • Happen After We Receive Your Letter When we receive your letter, we must do two things:

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

  • citizens abroad Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

  • 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 Settlement Agreement 11.1 Any party may file suit before the Superior Court of the County of Los Angeles, consistent with the terms and conditions set forth in paragraphs 11.2 and 11.3 of this Settlement Agreement, to enforce the terms and conditions contained in this Settlement Agreement. The prevailing party shall be entitled to its reasonable attorneys' fees and costs associated with such enforcement.

  • Enforcement of the Agreement The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were 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 hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

  • Buy America The CONTRACTOR agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have more than 60 percent domestic content for vehicles delivered in FY 2016 and FY 2017; more than 65 percent domestic content for vehicles delivered in FY 2018 and FY 2019 and more than 70 percent domestic content for vehicles delivered in FY 2020 and beyond. A bidder or offeror must submit to the FTA contractor the appropriate Buy America certification (below) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 CFR Part 661.5. Date _______________________________________________________________ Signature____________________________________________________________ Company Name_______________________________________________________ Title ________________________________________________________________ The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(1) and 49 C.F.R. 661.5, but it may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 C.F.R. 661.7. Date __________________________________________________________________ Signature ______________________________________________________________ Company Name _________________________________________________________ Title __________________________________________________________________ The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and the regulations at 49 C.F.R. Part 661.11. Date _________________________________________________________________ Signature _____________________________________________________________ Company Name ________________________________________________________ Title _________________________________________________________________ The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11, but may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 C.F.R. 661.7. Date __________________________________________________________________ Signature ______________________________________________________________ Company Name _________________________________________________________ Title __________________________________________________________________

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