Legacy. With respect to any actual, potential or suspected infringement of Legacy Patents in the Legacy Field, Legacy (or any Affiliate thereof or Legacy Licensee) shall have the first and primary right, but not the obligation, to, in its sole discretion, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action. If, within five (5) months of the notice above, Legacy (or any Affiliate thereof or Legacy Licensee) (i) shall have been unsuccessful in persuading the alleged infringer to desist, (ii) shall not have brought and shall not be diligently prosecuting an infringement action, or (iii) has not executed a settlement agreement with respect to such infringement, or if Legacy notifies Primary that Legacy has decided not to undertake any of the foregoing against any such alleged infringer, Primary shall have the right to bring suit to enforce such Legacy Patents to the extent subject to this Section 8.3(b) at its own expense. If either Party brings any infringement action or proceeding hereunder, the other Party agrees to be joined as a plaintiff and, at the expense of the other Party, to give the Party undertaking such infringement suit or action reasonable assistance and authority to control, file and prosecute the suit as necessary. Any recovery, damages, or other amounts received by Legacy (or any Affiliate thereof or Legacy Licensee) with respect to the infringement of the Legacy Patents in the Legacy Field, or any settlement with respect to the foregoing, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action. Any remainder shall be retained, as between the Parties, by Legacy, provided that, notwithstanding the foregoing, (i) Primary, at its expense, shall have the right to be represented by counsel of its choice in any such proceeding and, subject to the aforementioned reimbursement of expenses, (ii) Primary shall, subject to Section 8.3(a), be entitled to all recoveries, damages, and other amounts received by either Party (or any Affiliate thereof or any Legacy Licensee) with respect to any infringement of the Legacy Patents (or settlement with respect thereto) in the Primary Field and, to the extent Legacy, any Affiliate thereof, or any Legacy Licensee initially receives any such amounts, Legacy shall promptly pay such amounts to Primary. Primary shall, in the event it pursues any actual, potential...
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Legacy. (i) Legacy shall comply with each representation and statement made, or to be made, to any taxing authority in connection with any ruling obtained, or to be obtained, by Excel, EDV and Legacy acting together, from any such taxing authority with respect to any transaction contemplated by this Agreement, and (ii) until the second anniversary of the Distribution Date, Legacy shall not (A) make a material disposition, by means of a sale or exchange of assets or capital stock, a distribution to stockholders or otherwise, of any substantial portion of its assets, (B) repurchase or issue any Legacy capital stock (other than stock issued pursuant to employee plans), or (C) cease the active conduct of a material portion of its business independently, with its own employees and without material change, unless, in each of cases (A), (B) and (C), in the opinion of counsel to Legacy, which opinion shall be reasonably satisfactory to Excel and EDV, or pursuant to a favorable supplemental ruling letter reasonably satisfactory to Excel and EDV, such act or omission would not adversely affect the tax consequences of the Distribution to Excel or EDV or the stockholders of Excel or EDV, as set forth in any ruling issued by any taxing authority.
Legacy. How partners see what has been done in DITOs (including tangibles and intangibles) can be used in the future 62
Legacy. As its Original Capital Contribution to the Company, Legacy shall concurrently with the execution of this Agreement, deliver to the Company two (2) counterpart originals of the Assignment of Lease Agreement, duly executed by Legacy. In addition to the foregoing, as part of its Original Capital Contribution to the Company, Legacy and/or EDV have previously paid or satisfied, on behalf of the Company, all of the Formation Costs of the Company. All Formation Costs paid or satisfied by Legacy and/or EDV on behalf of the Company shall be deemed to constitute a portion of Legacy's Original Capital Contribution to the Company. In consideration for the Original Capital Contribution of Legacy, Legacy's Capital Account in the Company shall initially be credited with: (i) the sum of Two Million Nine Hundred Ten Dollars ($2,000,910.00), which sum equals the Purchase Price and Closing Costs paid or incurred by Legacy and/or EDV on behalf of the Company; and (ii) the amount of all Formation Costs paid or satisfied by Legacy and/or EDV on behalf of the Company. The Priority Return with respect to Legacy's (and EDV's) Original Capital Contribution to the Company (the assignment of the Master Lease pursuant to the Assignment of Lease Agreement), shall be deemed to commence to accrue as of the Effective Date. The Priority Return with respect to the Formation Costs shall be deemed to accrue as of the date such Formation Costs were paid or satisfied by Legacy and/or EDV. In consideration for the contribution by Legacy to the Company as set forth above, and undertaking all other obligations herein set forth, Legacy shall receive the Membership Interest in the Company allocated to Legacy pursuant to this Agreement. It is the intention of the Members that the Original Capital Contributions of the Members to the Company shall have been deemed to be made in accordance with the provisions of Section 721 of the Code.
Legacy. Through examining the legacy of slavery in the context of history textbooks, I sought to identify how the books connected slavery with the enduring issues of society, including, race, gender, class, education, and religion among others. As I did with complexity, for legacy my unit of analysis for each reference was at the paragraph level. The authors of the U.S. and Brazilian textbooks treated the enduring legacies of slavery in similar ways. Across the eight textbooks, there were fewer references that “explicitly” indicated the enduring issues of slavery than references that could be classified at either the “somewhat” or “not present” levels. For both sets of books, there were more “not present” references to the legacy of slavery than the other two levels. A more meaningful presentation of the legacies of slavery would be to provide additional connections between a historical phenomenon and its long-term effects, than to the short-term consequences. In this section I will present my findings of the legacy of slavery in the U.S. textbooks, followed by the Brazilian ones.
Legacy. In the event that the sales representative should die, PRWound LLC agrees to pass on any recurring income or assets from the sales representative’s accounts to
a. and upon their death to
b. and upon their death to
c. and upon their death to
d. and upon their death to
Legacy. 19.1 The ERDF Recipient shall ensure that the Legacy is held in a separate trust account (Legacy Account) on the same basis as the ERDF Capital Bank Account and Returns Account so that the Legacy is readily distinguishable from the initial ERDF Capital and Returns and the Secretary of State’s proprietary interest in all funds standing from time to time to the credit of the Legacy Account is noted and taking appropriate steps to ensure the Legacy .can be identified by the Category of Region and Priority Axis from which the Relevant Investments were made.
19.2 Legacy deposited in a Legacy Account must not be used for Permitted Payments relating to the Relevant Investments from which the Legacy has been generated, except for any necessary Costs approved in advance in writing by the Secretary of State. The making of further rounds of Relevant Investments is not permitted.
19.3 The management and operation of the Legacy Account by or on behalf of the ERDF Recipient shall remain subject to the terms of this Funding Agreement and the ERDF Recipient agrees to provide a six-monthly update until such time as all Relevant Investments are realised.
19.4 The ERDF Recipient shall write to the Secretary of State with all requests to redeploy Legacy, having regard for prevailing market conditions based upon an Ex Ante Assessment and the Secretary of State shall reach a decision on all such requests based upon this information and wider considerations.
19.5 In the event of
(a) the ERDF Recipient or any Financial Intermediary taking steps to wind up their company (without the prior written consent of the Secretary of State) or otherwise suffering an event of insolvency;
(b) the ERDF Recipient or any Financial Intermediary otherwise ceasing, for whatever reason, to undertake the activity of a financial institution/fund manager/fund operator; or
(c) the ERDF Recipient Financial Intermediaries, being unable to satisfy the Secretary of State (acting reasonably) that the conditions of clause 19.1 are being fully complied with; or
(d) the ERDF Recipient being in Material Breach of the terms and conditions of this Funding Agreement the ERDF Recipient shall promptly notify the Secretary of State in writing and the Secretary of State may in its absolute discretion and at any time withdraw the operation of the Legacy Account from the ERDF Recipient and identify an organisation other than the ERDF Recipient to undertake the management and operation of the Legacy. In such circumstances...
Legacy. The Members acknowledge and agree that Legacy has previously paid, on behalf of the Company, a portion of the Budgeted Pre-Development Expenses of the Company, in the aggregate sum of Three Hundred Seventy-Nine Thousand Eight Hundred Seventeen Dollars ($379,817.00). The Members hereby agree that the foregoing amount is hereby deemed to constitute a portion of Legacy's Original Capital Contribution to the Company. Additionally, as its Original Capital Contribution to the Company, Legacy shall: (i) on or before the Capitalization Date, deliver to the Company two (2) counterpart originals of the Assignment of Development Property, duly executed by Legacy, together with originals and copies of all items constituting the Development Property in Legacy's possession or control, free and clear of any and all liens, liabilities and encumbrances; (ii) on or before the Capitalization Date, contribute to the Company an amount equal to the Tract 1 Acquisition/Lease Costs; and (iii) in the event the Members elect to purchase/lease Tract 2 (pursuant to the vote or written consent of a Majority Interest of the Members), on or before the scheduled closing date for the purchase/lease of Tract 2, contribute to the Company an amount equal to the Tract 2 Acquisition/Lease Costs. Legacy has previously paid or satisfied certain of the Formation Costs of the Company, and such amounts paid or satisfied by Legacy are included in the Three Hundred Seventy-Nine Thousand Eight Hundred Seventeen Dollar ($379,817.00) amount set forth above. All such Formation Costs previously paid or satisfied by Legacy on behalf of the Company shall be deemed to constitute a portion of Legacy's Original Capital Contribution to the Company as described above. To the extent there are any Formation Costs
