Common use of Joint Actions Clause in Contracts

Joint Actions. (i) As of the Distribution Date, Demand Media shall, and, as applicable, shall cause the other Demand Media Entities to (A) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 6.1(f) and any applicable future Joint Actions; (B) notify Rightside of material litigation developments related to the Joint Actions; and (C) agree not to file any cross claim or institute separate legal proceedings against Rightside in relation to the Joint Actions; provided, however, that if it becomes clear that a Joint Action relates primarily to the Rightside Business then from and after such time such Joint Action shall instead be deemed to be a Rightside Action subject to Section 6.1(a) above, and Rightside shall promptly reimburse Demand Media for any costs or expenses incurred by Demand Media in connection with such Joint Action pursuant to Section 6.1(f)(iii); provided, further, that if it becomes clear that a Joint Action relates primarily to the Demand Media Business then from and after such time such Joint Action shall instead be deemed to be an Demand Media Action subject to Section 6.1(b) above, and Demand Media shall promptly reimburse Rightside for any costs or expenses incurred by Rightside in connection with such Joint Action pursuant to Section 6.1(f)(iii). Demand Media and Rightside shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Rightside Group, Ltd.), Separation and Distribution Agreement (Rightside Group, Ltd.), Separation and Distribution Agreement (Rightside Group, Ltd.)

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Joint Actions. (i) As of the Distribution Date, Demand Media PDL shall, and, as applicable, shall cause the other Demand Media PDL Entities to (A) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 6.1(f) and any applicable future Joint Actions; (B) notify Rightside LENSAR of material litigation developments related to the Joint Actions; and (C) agree not to file any cross claim or institute separate legal proceedings against Rightside LENSAR in relation to the Joint Actions; provided, however, that if it becomes clear that a Joint Action relates primarily to the Rightside LENSAR Business then from and after such time such Joint Action shall instead be deemed to be a Rightside LENSAR Action subject to Section 6.1(a) above, and Rightside LENSAR shall promptly reimburse Demand Media PDL for any costs or expenses incurred by Demand Media PDL in connection with such Joint Action pursuant to Section 6.1(f)(iii); provided, further, that if it becomes clear that a Joint Action relates primarily to the Demand Media PDL Business then from and after such time such Joint Action shall instead be deemed to be an Demand Media a PDL Action subject to Section 6.1(b) above, and Demand Media PDL shall promptly reimburse Rightside LENSAR for any costs or expenses incurred by Rightside LENSAR in connection with such Joint Action pursuant to Section 6.1(f)(iii). Demand Media PDL and Rightside LENSAR shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (LENSAR, Inc.), Separation and Distribution Agreement (LENSAR, Inc.)

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Joint Actions. (i) i. As of the Distribution Date, Demand Media PDL shall, and, as applicable, shall cause the other Demand Media PDL Entities to (A) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 6.1(f) and any applicable future Joint Actions; (B) notify Rightside LENSAR of material litigation developments related to the Joint Actions; and (C) agree not to file any cross claim or institute separate legal proceedings against Rightside LENSAR in relation to the Joint Actions; provided, however, that if it becomes clear that a Joint Action relates primarily to the Rightside LENSAR Business then from and after such time such Joint Action shall instead be deemed to be a Rightside LENSAR Action subject to Section 6.1(a) above, and Rightside LENSAR shall promptly reimburse Demand Media PDL for any costs or expenses incurred by Demand Media PDL in connection with such Joint Action pursuant to Section 6.1(f)(iii); provided, further, that if it becomes clear that a Joint Action relates primarily to the Demand Media PDL Business then from and after such time such Joint Action shall instead be deemed to be an Demand Media a PDL Action subject to Section 6.1(b) above, and Demand Media PDL shall promptly reimburse Rightside LENSAR for any costs or expenses incurred by Rightside LENSAR in connection with such Joint Action pursuant to Section 6.1(f)(iii). Demand Media PDL and Rightside LENSAR shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof.

Appears in 1 contract

Samples: Separation and Distribution Agreement (PDL Biopharma, Inc.)

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