Failure to Institute Proceedings Sample Clauses

Failure to Institute Proceedings. If Auxilium fails to institute, prosecute, and control such action or prosecution and fails to do so within a period of one hundred twenty (120) days after receiving notice of the infringement, BTC shall have the right to bring and control any such action by counsel of its own choice, and Auxilium shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
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Failure to Institute Proceedings. If the Party having the primary right to institute proceedings under Section 8.9.3 (hereinafter referred to as the "First Prosecuting Party") fails to institute, prosecute or control such action or prosecution within a period of one hundred eighty (180) days after receiving notice of the infringement from the other Party (hereinafter referred to as the "Second Prosecuting Party"), then the Second Prosecuting Party shall have the right to bring and control any such action by counsel of its own choice, and the First Prosecuting Party shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. The First Prosecuting Party shall cooperate with the Second Prosecuting Party in such effort, including being joined as a party to such action if necessary.
Sample 1
Failure to Institute Proceedings. With respect to Program Patent Rights which are solely owned by a Party ("Non-Selling Party") Covering a Unilateral DDC, Unilateral Diagnostic or Unilateral Product sold by the other Party ("Selling Party"), if the Non-Selling Party, (a) within ninety (90) days of a notice of infringement pursuant to Section 10.4.1, has not provided written notice of potential infringement to such Third Party, or (b) within one hundred eighty (180) days of a notice of infringement from the Selling Party pursuant to Section 10.4.1, has not commenced bona fide discussions with such Third Party that is selling a product or providing a service in competition with such Selling Party's product or service concerning such infringement or instituted appropriate legal proceedings against such Third Party, such Selling Party may request consent from the Non-Selling Party to institute such legal proceedings, including in the name of the Non-Selling Party, which consent shall not be unreasonably withheld. The Non-Selling Party shall respond to such request within thirty (30) days of receipt of such request in writing. All costs, including attorneys' fees, relating to such legal proceedings shall be borne by the Selling Party. Any recoveries in excess of costs incurred by the Selling Party in pursuing any such legal proceedings ("Excess Recovery") shall belong to the Selling Party; PROVIDED THAT the Selling Party shall pay to the Non-Selling Party the amount of any royalty that would be due to the Non-Selling Party if such Excess Recovery had been Net Sales made by the Selling Party of such Selling Party's product.
Sample 1
Failure to Institute Proceedings. If Vanda fails to institute, prosecute, and control such action or prosecution and fails to do so within a period of sixty (60) Business Days after receiving notice of the infringement, Novartis shall have the right but not the obligation to bring and control any such action by counsel of its own choice, and Vanda shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
Sample 1
Failure to Institute Proceedings. If [*] fails to institute, prosecute, and control such action or prosecution and fails to do so within a period of [*] after receiving notice of the infringement, [*] shall have the right but not the obligation to bring and control any such action by counsel of its own choice, and [*] shall have the right [*], to be represented in any such action by counsel of its own choice.
Sample 1
Failure to Institute Proceedings. If BTC fails to institute, prosecute, and control such action or prosecution and fails to do so within a period of one hundred twenty (120) days after receiving notice of the infringement, Auxilium shall have the right to bring and control any such action by counsel of its own choice, and BTC shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
Sample 1
Failure to Institute Proceedings. If the party having the primary right or responsibility to institute, prosecute, and control such action or prosecution fails to do so within a period of one hundred twenty (120) days after receiving notice of the infringement, the other party shall have the right to bring and control any such action by counsel of its own choice, and the other party shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
Sample 1
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Failure to Institute Proceedings. If Company fails to institute, prosecute, and control such action or prosecution and fails to do so within a period of one hundred twenty (120) days after receiving notice of the infringement, Recipient shall have the right to bring and control any such action by counsel of its own choice and at its expense, and Company shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Recipient brings any such action or proceeding, Company may be joined as a party plaintiff if necessary for the action or proceeding to proceed and, in case of joining, Company agrees to give Recipient reasonable assistance and authority to file and to prosecute such suit.
Sample 1
Failure to Institute Proceedings. With respect to Program Patent Rights which are solely owned by a Party ("Non-Selling Party") Covering a UDC Product, a Single-Party Target Product, GT Product, a Vaccine Product, an Antibody Product or a Diagnostic Product or Service sold or provided by the other Party ("Selling Party"), if the Non-Selling Party, within [**] of a notice of infringement from the Selling Party pursuant to Section 9.5.1, has not taken action pursuant to Sections 9.5.2 or 9.5.3 with respect to a Third Party that is selling a product or providing a service in competition with such Selling Party's product or service, such Selling Party may request consent from the Non-Selling Party to institute such legal proceedings, including in the name of the Non-Selling Party, which consent shall not be unreasonably withheld. The Non-Selling Party shall respond to such request within [**] of receipt of such request in writing. All costs, including attorneys' fees, relating to such legal proceedings shall be borne by the Selling Party. Any recoveries in excess of costs incurred by the Selling Party in pursuing any such legal proceedings ("Excess Recovery") shall belong to the Selling Party; PROVIDED, HOWEVER, that the Selling Party shall pay to the Non-Selling Party the amount of any royalty that would be due to the Non-Selling Party if such Excess Recovery had been Net Sales made by the Selling Party of such Selling Party's product.
Sample 1

Related to Failure to Institute Proceedings

  • Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.

  • Litigation; Proceedings Except as specifically disclosed in the Disclosure Materials, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any Transaction Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

  • Adverse Proceedings, etc There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Initiation of Proceedings If foreclosure approval has not been withheld by the Master Servicer and, where applicable, by the respective Primary Mortgage Insurer and/or the respective Pool Insurer, with respect to a Mortgaged Property, including Co-op Shares, the Servicer shall, unless it arranges for the sale by the Borrower of the Mortgaged Property to a third party pursuant to Section 13.3.3, initiate or cause to be initiated such foreclosure actions as are authorized by law and consistent with practices in the locality where the Mortgaged Property is located, including, in the case where such Mortgaged Property includes a residential long-term lease, the succession by the Servicer to the rights of the Borrower under the lease by foreclosure, assignment in lieu of foreclosure or other comparable means. If such Mortgaged Property has been abandoned or vacated by the Borrower and the Borrower has evidenced no intention of honoring his obligations under the related Mortgage Loan, the foreclosure process shall be expedited to the fullest extent permitted by law.

  • Termination of Proceedings In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Issuer, the Trustee and the Owners of Bonds shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

  • Completion of Proceedings All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

  • Control of Proceedings The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

  • Proper Proceedings This Agreement, each other Credit Document and the transactions contemplated hereby and thereby shall have been authorized by all necessary corporate or other proceedings. All necessary consents, approvals and authorizations of any governmental or administrative agency or any other Person of any of the transactions contemplated hereby or by any other Credit Document shall have been obtained and shall be in full force and effect.

  • Adverse Proceedings No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.

  • Discontinuance of Proceedings; Position of Parties Restored If Mortgagee shall have proceeded to enforce any right or remedy under this Mortgage by foreclosure, entry of judgment or otherwise and such proceedings shall have been discontinued or abandoned for any reason, or such proceedings shall have resulted in a final determination adverse to Mortgagee, then and in every such case Mortgagor and Mortgagee shall be restored to their former positions and rights hereunder, and all rights, powers and remedies of Mortgagee shall continue as if no such proceedings had occurred or had been taken.

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