MRG) Sample Clauses

MRG). If the violation is not already covered by Section 27 (5) MRG, an administrative offence is committed when
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MRG) in its sole discretion and at its sole cost and expense and with counsel, reasonably satisfactory to MiniMed, shall take any and all appropriate legal action to defend the Licensed Sensor Rights against any suspected infringement or from any attack or threatened attack; provided, however, that MiniMed at all times shall have the right to participate fully in any such action at its own expense. In the event MRG fails within a reasonable time to initiate appropriate action in connection with any such suspected infringement, attack or threatened attack which in the reasonable judgment of MiniMed adversely affects or might adversely affect MiniMed's rights in, to or under the Licensed Sensor Rights, or fails to pursue such action vigorously once commenced, MiniMed upon notice to MRG shall have the right, but not the obligation, to initiate or pursue any such appropriate action in MRG's name but at MiniMed's risk and expense and MRG shall cooperate fully in any such action. Any judgment, damages, settlement or award which results from any such action shall be allocated (a) first, to MRG and MiniMed in proportion and to the extent of the actual costs incurred by each in connection therewith, and (b) thereafter, to MRG and MiniMed in proportion to their actual damages.
Sample 1

Related to MRG)

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

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