Notices; Injunctions Sample Clauses

Notices; Injunctions. 1. MS may provide Company with notice of a recommendation that Company stop the manufacture, use, sale, offer for sale, importation or other disposition or promotion of Products or trademarks due to a claim (including a Claim). Company shall reimburse MS and MSCORP for all damages, costs, and expenses (including reasonable attorneys’ fees) they incur if Company conducts any activities contrary to such recommendation more than 20 days after the date of MS’ notice. 2. If in connection with a claim (including a Claim), a court enjoins Company from distributing Products in its inventory and: i. Such injunction is not lifted within 60 days; ii. MS has not procured a license that enables Company to distribute the enjoined Products; and iii. MS has not modified such Products to make them non-infringing within such 60 days, then such Products will no longer be available for distribution under this Agreement. Company will return any corresponding COAs in accordance with section 8 and the then-current Resource Guide.
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Notices; Injunctions. (1) MS may provide Company with notice of a recommendation that Company stop the manufacture, use, sale, offer for sale, importation or other disposition or promotion of Products or trademark due to a claim (including a Claim). Company shall reimburse MS and MSCORP for all damages, costs, and expenses (including reasonable attorneys’ fees) they incurred because of Company’s activities contrary to such recommendation more than *** after the date of MS’ notice. (2) If, in connection with a claim (including a Claim), a court enjoins Company from distributing any Products in its inventory and within *** after the injunction (i) the injunction is not lifted, (ii) MS has not procured a license that enables Company to distribute the enjoined Products, and (iii) MS has not modified the affected Products to make them non-infringing, then such Products will not be available for distribution under this Agreement. Company will return any corresponding Products in accordance with Section 9 (Records; Audit) and the then-current Resource Guide.
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Notices; Injunctions. (1) MS may provide Company with notice of a recommendation that Company stop the manufacture, use, sale, offer for sale, importation or other disposition or promotion of Products or trademark due to a claim (including a Claim). Company shall reimburse MS and MSCORP for all damages, costs, and expenses (including reasonable attorneys’ fees) they incurred because of Company’s activities contrary to such recommendation more than *** after the date of MS’ notice.
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Notices; Injunctions. (i) MS may provide COMPANY with written notice of a recommendation that COMPANY stop the manufacture, use, sale, offer for sale, importation or other disposition or promotion of Licensed Products or trademarks due to a claim (including a Claim). COMPANY shall reimburse MS and MSCORP for all damages, costs, and expenses (including reasonable attorneys' fees) they incur if COMPANY conducts any activities contrary to such recommendation more than *** days after the date of MS' notice. (ii) If in connection with a claim (including a Claim), a court enjoins COMPANY from distributing Licensed Products in its inventory and within *** days after issuance of such injunction: (A) Such injunction is not lifted; (B) MS has not procured a license that enables COMPANY to distribute the enjoined Licensed Products; or (C) MS has not modified such Licensed Products to make them non-infringing; then such Licensed Products will no longer be available for distribution under this Agreement. COMPANY will return any corresponding Licensed Products in accordance with this Agreement and the then-current Resource Guide. COMPANY will receive a royalty credit for such returns.
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Related to Notices; Injunctions

  • Demands, Notices, Communications All formal demands, notices and communications by and among ▇▇▇▇▇▇ ▇▇▇, the Certificate Registrar, the Paying Agent, the Transfer Agent and any Holder of a Residual Certificate shall be in writing and delivered in person or by first class mail, postage prepaid (a) if to ▇▇▇▇▇▇ Mae, to the Corporate Secretary of ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or to such other address or addresses as shall be set forth in a notification to such Holder; (b) if to the Certificate Registrar, the Paying Agent or the Transfer Agent, to the Corporate Trust Office of the Certificate Registrar, the Paying Agent and the Transfer Agent located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address or addresses as shall be set forth in a notification to such Holder; or (c) if to the Holder of a Residual Certificate, to such Holder at the address shown in the Certificate Register. Any Person sending a notification to such Holder shall send copies of such notification as provided herein to ▇▇▇▇▇▇ ▇▇▇, the Certificate Registrar, the Paying Agent and the Transfer Agent. Any notice mailed in the manner provided above within the time, if any, prescribed in this Trust Agreement, or if no such time is specified, five Business Days after mailing, shall be conclusively presumed to have been duly given whether or not such Holder receives such notice.

  • Notices; Communications (a) Except as provided in Section 9.01(b), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or other electronic means as follows: (i) if to any Loan Party, the Administrative Agent, the Issuing Banks as of the Closing Date or the Swingline Lender to the address, telecopier number, or electronic mail address on Schedule 9.01; and (ii) if to any other Lender or any other Issuing Bank, to the address, telecopier number or electronic mail address specified in its Administrative Questionnaire. (b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications. (c) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 9.01(b) above shall be effective as provided in such Section 9.01(b). (d) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. (e) Documents required to be delivered pursuant to Section 5.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 9.17) and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01, or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (B) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such certificates required by Section 5.04(c), the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

  • Notices and Consents Each of the Parties will give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of governmental authorities necessary in order to consummate the transactions contemplated hereby.

  • Notices and Demands Any notice or demand that this Indenture requires or permits to be given by the Trustee, or by any Holders, to the Company may instead be given to any Guarantor.

  • 5Notices A. 5.1Any notice or other communication which is to be given by either Party to the other shall be issued by the E-Sourcing Messaging Facility. Where, for legal or other reasons, this is not possible, notice shall be given by letter, (sent by hand or post, registered post or recorded delivery), or transmitted by facsimile or e-mail, confirmed in either case by written letter. Such notice or communication shall be deemed to have been given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours. A. 6Mistakes in Information