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...
Legacy. “Pre-loaded” Wallet: Pre-loaded wallets are no longer offered by PopID. If you previously registered for a pre-loaded PopPay wallet (“Pre-loaded Wallet”), you can continue to use your preloaded wallet and you will be subject to all of the other terms of this User Agreement. We will continue to charge your Payment Method and load $50 of credit into your Pre-loaded Wallet when the balance is below $15.00
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. 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. As its Original Capital Contribution ("Original Capital Contribution") to the Company, Legacy shall be obligated to contribute to the Company from time to time the maximum aggregate sum of Fifteen Million Dollars ($15,000,000.00) ("Original Capital Contribution Obligation"). Subject to the provisions of Sections 3.2(a) and (b) hereof, Legacy shall satisfy its Original Capital Contribution Obligation by advancing to the Company the amount of its Original Capital Contribution in one or more installments within thirty (30) calendar days following the receipt by Legacy of written notice from the Managers specifying the need for all or any portion of Legacy's Original Capital Contribution. It is the intent of the Members that Legacy's Original Capital Contribution will be contributed to the Company from time to time on an as needed basis, in accordance with the terms and conditions of this Agreement and the Operating Plan and Budget. It is the intent of the Members that to the extent there are sufficient proceeds available under the Credit Facilities, the Company will from time to time return to Legacy all or a designated portion of Legacy's Original Capital Contribution. It is also the intent of the Members that Legacy's Original Capital Contribution Obligation remain in effect throughout the term of this Agreement, and that Legacy will at all times be prepared to satisfy its Original Capital Contribution Obligation, notwithstanding the fact that Legacy may have previously satisfied its Original Capital Contribution Obligation and thereafter received Subsequent Distributions pursuant to Section 3.2(b) hereof. In this regard, pursuant to Section 3.2(b) hereof, Legacy shall have the right to cause the Company to make certain Subsequent Distributions in accordance with the provisions of Section 7.3.2 hereof, and all such Subsequent Distributions shall reduce the unpaid balance of Legacy's Original Capital Contribution to the Company. Accordingly, if at any time Legacy has received Subsequent Distributions pursuant to Section 7.3.2, and such Subsequent Distributions cause the outstanding balance of Legacy's Original Capital Contribution to be less than Fifteen Million Dollars ($15,000,000.00), as part of its Original Capital Contribution Obligation, Legacy shall remain obligated to advance to the Company pursuant to this Section 3.1.1, an amount determined by subtracting the outstanding balance of Legacy's Original Capital Contribution to the Company as of such da...
Legacy. As of the date hereof, Fairmont owns, free and clear of all Liens, 9,393,142 Units and 14,700,000 Voting Certificates in Legacy Hotel Real Estate Investment Trust, a trust formed under the laws of Alberta, Canada (“Legacy”).
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
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.
Legacy. The rights and receivables of the Client arising under this Agreement are subject to the provisions of the applicable inheritance law.
Legacy. The Legacy Conference held in June brought together a group of key stakeholders to make an action plan for Galway 2020: Creating the Legacy. The event was initiated by Galway 2020 to enable participants to agree a common mission, to take responsibility for action and to develop commitment to implementation of the legacy. It took place over three days and involved 84 participants drawn from a wide range of stakeholder groups including people representing local and central government, the creative arts, education, media, sport, business, youth, community, environment, language, hospitality and the Galway 2020 staff and board. The conference embarked upon a collective journey that developed over five sessions looking at Past, Present, Future, Common Ground, and Action. Each involved gathering information, sharing understandings in small groups, reports to the whole, and large group dialogues. Each session built on the previous one and the product was the development of twelve ‘common ground statements’ Common Ground Statements
