Licensor’s Efforts. If the manufacture, use or sale of the Licensor Software, Documentation, or Licensor QA Tools is enjoined or becomes the subject of a Claim, Licensor shall: (i) notify Mercury Interactive in writing within ten (10) business days of any such Claim or injunction, (ii) obtain such licenses, or make such replacements or modifications, as are necessary to the continued manufacture, use or sale of the Licensor Software, Documentation, or Licensor QA Tools without infringement and in compliance with its specifications, (iii) develop with Mercury Interactive or the applicable Affiliates an implementation plan (the “Plan”), which plan shall address customer notification, scheduling, performance of any replacements, modifications, retrofitting, return and/or reinstallation of the Combined Products and any additional steps reasonably necessary or requested by Mercury Interactive or the applicable Affiliates to minimize the impact of such injunction or Claim on Mercury Interactive, the applicable Affiliates, and the Mercury Interactive Alliance Partners, and End Users,. If Licensor is unable to achieve any of the foregoing within a commercially reasonable period of time, with time being of the essence, after the filing of a Claim or the entry of the injunction, as applicable, Licensor shall, at Mercury Interactive’s or the applicable Affiliates’ request, promptly refund to Mercury Interactive all license fee and any post termination maintenance fees paid under Exhibit A for the then current annual maintenance period amounts paid by Mercury Interactive to Licensor relating to the infringing Licensor Software, Documentation, or Licensor QA Tools. Nothing in this paragraph shall limit any other remedy of Mercury Interactive or its Affiliates or any other obligation of Licensor in Section 12.1.

Licensor’s Efforts. If the use of Software is enjoined or is found by a court of competent jurisdiction to be infringing the Intellectual Property Rights of a third party, without prejudice to the indemnification obligations set forth in Section 8.1 above, Licensor’s sole liability and Licensee’s sole remedy shall be to: (a) obtain a license from such third party for the benefit of Licensee; or (b) replace or modify the infringing Software, or any part thereof, so that it is no longer infringing and substantially complies with the Specifications.

Licensor’s Efforts. If the licensed product, in whole or in party, are or in Licensor's opinion may become, the subject of any claim, suit or proceeding for infringement of, or it is judicially determined that the licensed product, in whole or in party, infringes any third party's Intellectual Property Right, or if the licensed product's use is enjoined, then the Licensor may, at its option and expense, and using reasonable efforts to act as soon as possible: (1) procure for the Licensee the right to continue use of the licensed product; (2) replace or modify the licensed product so as not to infringe such third party's Intellectual Property Right while conforming, as closely as possible, to the specifications agreed upon by the parties, (3) if the parties mutually agree, the Licensee may undertake to replace or modify the licensed product so as not to infringe such third party's Intellectual Property Right and such work shall be reimbursed by Licensor at a mutually agreeable fee structure. If Licensor is unable to achieve either of the foregoing within thirty (30) days (or such longer period as determined by the Licensee in good faith) after a determination by a court of competent jurisdiction of infringement or the entry of an injunction, as applicable, Licensor shall promptly refund to the Licensee the license fees paid for any licensed product the use of which is legally prohibited.

Licensor’s Efforts. In addition to Licensor’s obligations under this Section 12, if the manufacture, use, import, service, support, or distribution of the Software, or the provision of Hosting Services (excluding any Cisco Intellectual Property and Cisco Applications) is enjoined or becomes the subject of a Claim of infringement, Licensor shall, at its sole expense, obtain such licenses, or make such replacements or modifications, as are necessary to continue the manufacture, use, import, service, support, or distribution of the Software and the provision of the Hosting Services (excluding any Cisco Intellectual Property and Cisco Applications) without infringement and in compliance with the Specifications. If Licensor is unable to achieve either of the foregoing within thirty (30) days (or such longer period as determined by Cisco in good faith) after the holding of infringement or the entry of the injunction, as applicable, Licensor shall promptly refund to Cisco: (i) the license fees or royalties paid for any Software, the manufacture, use, import, service, support or distribution of which is legally prohibited; or (ii) the amounts paid by Cisco or End Users for the Hosting Services (excluding any Cisco Intellectual Property and Cisco Applications), the provision of which is legally prohibited.

Related to Licensor’s Efforts

Joint Efforts To the full extent permitted by law, neither this Agreement nor any ambiguity or uncertainty herein will be construed against any of the parties hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been prepared by the joint efforts of the respective attorneys for, and has been reviewed by, each of the parties hereto.
Commercialization Efforts The RECIPIENT shall, including whether through its own efforts or the efforts of a licensee under a License Agreement allowed by the terms of this Attachment, use diligent and commercially reasonable efforts to commercialize at least one Commercial Product or Commercial Service or otherwise bring to practical application the Project Results in accordance with the commercial development plan submitted with the Application and including any changes to such commercial development plan in accordance with Section D3.01. For the avoidance of doubt, partnering or licensing activities shall be considered to be efforts to commercialize.
Sublicensees Licensee shall have the right (but not the obligation) to sublicense those rights granted to it under Section 2.1 only as set forth in, and subject to the terms and conditions of, Section 2.5 and this Section 2.3.2, to (a) any Person (other than a Specified Person) with the prior written consent of Lxxxx, which consent will not be unreasonably withheld, conditioned or delayed; provided that Licensee may contract in the ordinary course of business with any Third Party contract research organization (“CRO”) or contract development and manufacturing organization (“CMO”) to handle certain clinical Development or Manufacturing activities, in Licensee’s reasonable discretion, without requiring Lilly’s consent; provided further that such CRO or CMO are working on Licensee’s behalf, (b) any of its Affiliates (only for so long as they remain Affiliates), provided that Licensee provides prior written notice (at least 20 Business Days in advance) to Lilly of any sublicenses to be granted to any Affiliate or its request for approval of any sublicense to be granted to any other Person, which shall include in each case a description of the rights to be granted and the purpose therefor, the identity of the proposed Sublicensee and the countries involved, or (c) a Specified Person. Each Affiliate or other Person to which any such sublicense is granted is referred to herein as a “Sublicensee.” Licensee shall remain responsible for the performance by each of its Sublicensees and shall cause each of its Sublicensees to comply with the applicable provisions of this Agreement, and Licensee shall be liable for the acts or omissions of its Sublicensees under or in connection with this Agreement (as if such acts or omission were those of Licensee). Without limiting the foregoing, Licensee shall: (x) ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder; (y) under the agreements between Licensee and each of its Sublicensees, include a provision pursuant to which either (a) Lilly is named as a third-party beneficiary or (b) a mechanism (for example, a power of attorney) is implemented for Lxxxx to enforce all applicable terms and conditions of this Agreement against the Sublicensee in a manner reasonably satisfactory to Lilly, provided that, in each case, Lxxxx shall not proceed against any Sublicensee unless Lxxxx has first provided Licensee with written notice of the Sublicensee’s breach and Licensee has not, within 90 days after receipt of such notice, caused the Sublicensee to cease the breaching activity or otherwise cure the breach, in each case, to the reasonable satisfaction of Lxxxx; and (z) terminate all relevant agreements with any such Sublicensee in the case of any breach of such terms and conditions by such Sublicensee. A Sublicensee shall have the right to grant further sublicenses, subject to complying with the terms of this Section 2.3.2 with respect to further Sublicensees. For the avoidance of doubt, (i) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (ii) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.2.1 and 2.4, respectively. Licensee hereby expressly waives any requirement that Lxxxx exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee. Notwithstanding anything to the contrary, (A) all sublicenses granted hereunder shall automatically terminate upon expiration or termination of this Agreement for any reason and (B) if the Parties enter into an agreement pursuant to Section 2.5 with respect to the Product, then as of the effective date of such agreement all sublicenses granted with respect to the Product shall automatically terminate, except as otherwise mutually agreed by the Parties in writing (and in no event shall any negotiations for any such agreement pursuant to Section 2.5 be conditioned on or otherwise affected by whether Lxxxx agrees to allow any such sublicenses to continue).
Diligent Efforts Pfizer and Xenogen Cranbury each shall use reasonably diligent efforts to achieve the objectives of the Research Program. Xenogen Cranbury will use reasonably diligent efforts to achieve the objectives listed in the Research Plan and Pfizer will use reasonably diligent efforts to assist Xenogen Cranbury in such efforts.
Marketing Efforts In connection with an underwritten offering, cause its officers to use their commercially reasonable efforts to support the marketing of the Registrable Securities covered by such offering (including participation in “roadshows” or other similar marketing efforts).
Joint Effort The preparation of this Agreement has been a joint effort of the parties, and the resulting document shall not be construed more severely against one of the parties than the other.
Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.
Reasonable Efforts Each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (A) cause the expiration of the notice periods under the HSR Act and any other Laws with respect to the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entity.
Agent Efforts Upon the terms and subject to the conditions set forth in this Agreement, upon the receipt of an Issuance Notice, the Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares with respect to which the Agent has agreed to act as sales agent, subject to, and in accordance with the information specified in, the Issuance Notice, unless the sale of the Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement. For the avoidance of doubt, the parties to this Agreement may modify an Issuance Notice at any time provided they both agree in writing to any such modification.
Efforts to Relet No re-entry or repossession, repairs, maintenance, changes, alterations and additions, reletting, appointment of a receiver to protect Landlord’s interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or to accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Tenant hereby irrevocably waives any right otherwise available under any law to redeem or reinstate this Lease.

Licensor’s Efforts Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to Licensor’s Efforts