Litigation Counsel Sample Clauses

Litigation Counsel. By August 2, 2013, Purchaser shall enter into a written engagement with outside litigation counsel to initiate a patent litigation against at least one defendant within ninety (90) days of the Closing Date. Prior to executing the written engagement with the outside litigation counsel, Purchaser shall disclose in writing to Seller the identity of the outside litigation counsel, the terms of the engagement, including, but not limited to, the financial terms, and the funding source and terms with which the patent litigation will be funded. Within five (5) business days of receipt of such written disclosure from Purchaser, Seller shall have the right to approve or reject the outside litigation counsel and/or the terms of the litigation funding (such approval shall not be unreasonably withheld). Further, if a third party funding source is selected and approved, either Seller or Purchaser shall have the right to match the terms of such third party funding source and receive the premium otherwise allocated to the funding source. Otherwise, the premium paid to the third party funding source will be part of the Deductible Purchaser Expenses.
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Litigation Counsel. By ____________ Purchaser shall enter into a written engagement with outside litigation counsel to initiate a patent litigation against at least one defendant within ____________ of the Closing Date. Prior to executing the written engagement with the outside litigation counsel, Purchaser shall disclose in writing to Seller the identity of the outside litigation counsel, the terms of the engagement, including, but not limited to, the financial terms, and the funding source and terms with which the patent litigation will be funded. Within five (5) business days ofreceipt of such written disclosure from Purchaser, Seller shall have the right to approve or reject the outside litigation counsel and/or the tern1s of the litigation funding (such approval shall not be unreasonably withheld). ______________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ______________ 6.3 Conduct of Business. From the Effective Date through the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, except as otherwise contemplated by this Agreement or required by law, without Purchaser's consent, Seller shall not, and shall cause its Affiliates not to: (a) grant or pem1it any Encumbrance under or with respect to any Patents except those license grants which may occur solely by virtue of Seller's and/or its Affiliates' participation or membership prior to the Effective Date in any standards-setting organization (which participation or membership was disclosed in writing to Purchase prior to the Effective Date); (b) waive, release, assign, settle or compromise any material Action relating to the Patents or any Cause of Action to the extent that such waiver, release, assignment, settlement or compromise imposes any obligation, whether contingent or realized, that will bind Purchaser after the Closing Date or grants or permits any material Encumbrance under or with respect to any Patent; (c) fail to make any filing, pay any fee, or take any other action necessary to maintain the ownership, validity and enforceability of any Patent, including using reasonable best efforts to preserve any and all claims under any Patent subject to reexamination (if any); (d) initiate any Actio...
Sample 1
Litigation Counsel. By August 2, 2013, Purchaser shall enter into a written engagement with outside litigation counsel to initiate a patent litigation against at least one defendant within ninety (90) days of the Closing Date. Prior to executing the written engagement with the outside litigation counsel, Purchaser shall disclose in writing to Seller the identity of the outside litigation counsel, the terms of the engagement, including, but not limited to, the financial terms, and the funding source and terms with which the patent litigation will be funded. Within five (5) business days of receipt of such written disclosure from Purchaser, Seller shall have the right to approve or reject the outside litigation counsel and/or the terms of the litigation funding (such approval shall not be unreasonably withheld). Further, if a third party funding source is selected and approved, either Seller or Purchaser shall have the right to match the terms of such third party funding source and receive the premium otherwise allocated to the funding source. Otherwise, the premium paid to the third party funding source will be part of the Deductible Purchaser Expenses. -6- 6.3 Conduct of Business. From the Effective Date through the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, except as otherwise contemplated by this Agreement or required by law, without Purchaser’s consent, Seller shall not, and shall cause its Affiliates not to: (a) grant or permit any Encumbrance under or with respect to any Patents except those license grants which may occur solely by virtue of Seller’s and/or its Affiliates’ participation or membership prior to the Effective Date in any standards-setting organization (which participation or membership was disclosed in writing to Purchase prior to the Effective Date); (b) waive, release, assign, settle or compromise any material Action relating to the Patents or any Cause of Action to the extent that such waiver, release, assignment, settlement or compromise imposes any obligation, whether contingent or realized, that will bind Purchaser after the Closing Date or grants or permits any material Encumbrance under or with respect to any Patent; (c) fail to make any filing, pay any fee, or take any other action necessary to maintain the ownership, validity and enforceability of any Patent, including using reasonable best efforts to preserve any and all claims under any Patent subject to reexamination (if any); (d) initiate any...
Sample 1
Litigation Counsel. Litigation Counsel has agreed that it will comply with (a) the provisions that relate to Litigation Counsel herein, including the Payment Procedures set forth on Exhibit E, and (b) the Investor Billing Guidelines, a copy of which Plaintiff has provided to Litigation Counsel.
Sample 1
Litigation Counsel. Plaintiff has instructed Litigation Counsel to remit all invoices in connection with the Litigation and the Claims directly to Investor. Litigation Counsel shall submit all of its invoices directly to Investor by email addressed to Xxxxxxx@xxxxxxx.xxx. Notwithstanding that Investor will be responsible for payment of Litigation Counsel’s fees and expenses as and to the extent set forth herein, the Parties understand and agree that Litigation Counsel’s exclusive duties shall be owed to Plaintiff and not to Investor.
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Litigation Counsel a. Litigation Counsel shall remit all Investment Requests simultaneously to Investor (by email addressed to Xxxxxxx@xxxxxxx.xxx) and to Plaintiff.
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Litigation Counsel. The Company is being represented by the law firm of Seyfarth Xxxx, of Los Angeles, California and by no other counsel in the cause entitled XXXXXXXXXX, ET AL. VS. QUISIC CORPORATION, et al., Case No. BC284645 in the Superior Court of the State of California, County of Los Angeles (the "Xxxxxxxxxx Case"), and by the law firm of Xxxxxxxxx Veisz Xxxxxx & Xxxxxxx, LLP, of New York, NY and by no other counsel in the Supreme Court of the State of New York, County of New York in the cause entitled XXXXXX-XXXXXX, INC. VS. QUISIC CORPORATION, ET. AL. , Index No. 601865/03 in the Supreme Court of the State of New York, County of New York (the "Xxxxxx Case").
Sample 1
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Litigation Counsel. By August 2, 2013, Purchaser shall enter into a written engagement with outside litigation counsel to initiate a patent litigation against at least one defendant within ninety (90) days of the Closing Date. Prior to executing the written engagement with the outside litigation counsel, Purchaser shall disclose in writing to Seller the identity of the outside litigation counsel, the terms of the engagement, including, but not limited to, the financial terms, and the funding source and terms with which the patent litigation will be funded. Within five (5) business days of receipt of such written disclosure from Purchaser, Seller shall have the right to approve or reject the outside litigation counsel and/or the terms of the litigation funding (such approval shall not be unreasonably withheld). Further, if [*].
Sample 1
Litigation Counsel. By ____________ Purchaser shall enter into a written engagement with outside litigation counsel to initiate a patent litigation against at least one defendant within ____________ of the Closing Date. Prior to executing the written engagement with the outside litigation counsel, Purchaser shall disclose in writing to Seller the identity of the outside litigation counsel, the terms of the engagement, including, but not limited to, the financial terms, and the funding source and terms with which the patent litigation will be funded. Within five (5) business days ofreceipt of such written disclosure from Purchaser, Seller shall have the right to approve or reject the outside litigation counsel and/or the tern1s of the litigation funding (such approval shall not be unreasonably withheld). ______________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ______________
Sample 1

Related to Litigation Counsel

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Separate Counsel If any Action is asserted or commenced pursuant to which the indemnity provided in Section 9.4 hereof or the right of contribution provided in Section 9.5 hereof may apply, the Manager may take such action in connection therewith as it deems necessary or desirable, including retention of counsel for the Underwriters (“Syndicate Counsel”), and in its discretion separate counsel for any particular Underwriter or group of Underwriters, and the fees and disbursements of any counsel so retained will be allocated among the several Underwriters as determined by the Manager. Any such Syndicate Counsel retained by the Manager will be counsel to the Underwriters as a group and, in the event that: (a) the Manager settles any Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters, or (b)(i) a conflict develops between the Manager and the other Underwriters, or (ii) differing defenses are available to the other Underwriters and not available to the Manager, and as a result of either (b)(i) or (b)(ii) such Syndicate Counsel concludes that it is unable to continue to represent the Manager and the other Underwriters, then in each such case, after notification to the Manager and the other Underwriters, Syndicate Counsel will remain counsel to the other Underwriters and will withdraw as counsel to the Manager. The Manager hereby consents to such arrangement and undertakes to take steps to: (i) ensure that any engagement letters with Syndicate Counsel are consistent with such arrangement; (ii) issue a notice to all other Underwriters promptly following receipt of any advice (whether oral or written) from Syndicate Counsel regarding its inability to represent the Manager and the other Underwriters jointly; and (iii) facilitate Syndicate Counsel’s continued representation of the other Underwriters. Any Underwriter may elect to retain at its own expense its own counsel and, on advice of such counsel, may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof, and in each case, only after notification to every other Underwriter. The Manager may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof.

  • Advice from Independent Counsel The parties hereto understand that this Agreement is a legally binding agreement that may affect such party's rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significance of this Agreement and that it is satisfied with its legal counsel and the advice received from it.

  • Legal Counsel Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Xxxxxxx Xxxx & Xxxxx LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

  • Advice of Legal Counsel Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

  • Counsel The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.

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