Ongoing Litigation Sample Clauses

Ongoing Litigation. COMPANY shall have the obligation to join as a party, and control, pursue and defend, at its own expense, through counsel reasonably acceptable to LICENSOR, the following actions to which LICENSOR is a party, namely: Trustees of the University of Pennsylvania v. St. Jude Children’s Research Hospital Civil Action No. [***] (the “Contract Claim”) and Trustees of the University of Pennsylvania v. St. Jude Children’s Research Hospital Civil Action No. 13-1502 (the “Patent Claim”) in a manner consistent with the terms and provisions hereof. COMPANY shall at all times keep LICENSOR informed as to the status thereof, and shall allow LICENSOR and counsel appointed by LICENSOR an opportunity, and reasonably sufficient time, to comment and advise COMPANY with respect to actions to be taken in connection therewith. Commencing as of the EFFECTIVE DATE, COMPANY shall be responsible for [***] of LICENSOR’s documented reasonable costs and expenses incurred in connection with the foregoing litigation and LICENSOR shall be responsible for [***] ([***]). COMPANY shall reimburse LICENSOR for its share of such costs within [***] of the receipt of an invoice from LICENSOR. Any recovery in such action (from damages, awards or settlements) shall be allocated as follows: first, LICENSOR shall receive past litigation costs of approximately [***] U.S. dollars ($[***]) to reimburse it for LICENSOR’s documented costs and expenses incurred in connection with the foregoing litigation prior to the EFFECTIVE DATE (exact costs to be included in an amendment to this AGREEMENT within 3 months of the EFFECTIVE DATE), second each party shall be reimbursed for its costs and expenses incurred by it in connection with such actions after the EFFECTIVE DATE, and then any remainder shall be shared [***] percent ([***]%) to COMPANY and [***] percent ([***]%) to LICENSOR. However, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of LICENSOR. Except as is set forth below, LICENSOR shall not unreasonably withhold consent of any settlement, consent judgment or other voluntary final disposition of suit that does not admit the invalidity of any patent within PATENT RIGHTS and which does not purport to admit any fault or wrongdoing on the part of LICENSOR. LICENSOR shall reasonably cooperate in any such actions, at COMPANY’s expense, including by joining as a party if required by applicable law. Any settlement, consent ju...
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Ongoing Litigation. Buyer and Seller shall make commercially reasonable efforts to cooperate in the prosecution or defense of the matters set forth Section 4.10 of the Disclosure Schedule, and shall take any actions reasonably requested by the other Party or its Affiliates relating to such prosecution or defense, including providing such personnel and records reasonably requested by such Party. Buyer shall be entitled to be reimbursed for any reasonable out-of-pocket costs and expenses authorized in advance by and incurred in connection with assisting Seller and its Affiliates in connection with this Section 6.16.
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Ongoing Litigation. Any liability or obligation with respect to any of the litigation and/or disputes identified on Schedule 1.4(a) attached to this Agreement (the "Ongoing Litigation");
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Ongoing Litigation. Seller and Purchaser hereby acknowledge that Seller is the plaintiff in ongoing litigation against PARGAR, LLC, a Georgia limited liability company and a former tenant of the Property (the “PARGAR Litigation”). Seller and Purchaser hereby agree that Purchaser shall have no interest in the PARGAR Litigation and shall have no right to any proceeds derived therefrom or related thereto, including without limitation any settlement payment, judgment award and/or judgment lien. Seller shall indemnify, defend, and hold harmless Purchaser from and against all liability, cost, and expense arising from or in connection with the PARGAR Litigation, and shall cure or remove all claims, liens, and/or encumbrances arising from or in connection with the PARGAR Litigation. The provisions of this Section shall survive Closing indefinitely.
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Ongoing Litigation. The parties acknowledge that Schedule C discloses ongoing litigation at certain Sites where Xxxxxx has accepted tender to defend the disclosed lawsuits and indemnify and defend Seller against liability arising out of such lawsuits. Seller agrees that prior to expiration of the Diligence Period, Seller will make commercially reasonable efforts to obtain written confirmation from the applicable Tenant that the Tenant has extended such indemnity and defense to Buyer as successor landlord.
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Ongoing Litigation. With the exception of those cases indicated in List 3.10, no actions, lawsuits, or governmental, judicial, employment-related, tax, administrative, or arbitration proceedings ("Judicial Proceedings") are in progress or have been threatened against or regarding Terra or the Subsidiary.
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Ongoing Litigation. With the exception of those cases indicated in List 4.11, no actions, claims, demands, lawsuits, or governmental, judicial, employment-related, tax, administrative, or arbitration proceedings ("Judicial Proceedings") are in progress or have been threatened against or regarding INFOSEL, the Shares, or INFOSEL's Subsidiaries.
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Ongoing Litigation. The Summary of the Ongoing Litigation presented in Schedule "I" hereto is true and correct and presents fairly and correctly the status of the ongoing litigation of the Vendors as at the date hereof;
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Ongoing Litigation. Without limiting Alnylam’s obligations in Section 11.2 or 11.3: 11.4.1 Alnylam shall indemnify, hold harmless and defend the Genzyme Indemnitees from and against any and all Losses and, subject to Section 11.6, any other amounts paid by Genzyme (such as through settlement) arising out of or resulting from any claim asserted (whether in the Ongoing Litigation or otherwise, but solely to the extent substantially related to the subject matter of the Ongoing Litigation) by the plaintiffs in the Ongoing Litigation. 11.4.2 In the event that Alnylam agrees (whether as part of any settlement or otherwise), or is required as part of any judgment or order, to pay to one or more plaintiffs in the Ongoing Litigation amounts that result in the aggregate amount of Third Party License Payments under an Existing Alnylam In-License exceeding, in duration or amount, the amount that Alnylam would be required to pay under such Existing Alnylam In-License based on Alnylam’s assertions in the Ongoing Litigation (any such excess, “Incremental Amounts”), Alnylam shall be fully responsible for such Incremental Amounts. Without limitation, Genzyme shall not be responsible for any Incremental Amounts pursuant to Section 7.4.3 and Incremental Amounts shall not be taken into account when calculating the royalty floor pursuant to Section 8.3.5.
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Related to Ongoing Litigation

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Cooperation in Litigation Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

  • Third Party Litigation In the event that a Third Party institutes a patent or other infringement suit against any of NovaDel, PAR or HANA or any of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, infringes one or more patent or other intellectual property rights held by such Third Party (an “Infringement Suit”), the Parties shall cooperate with one another in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR shall have the right to credit [***] percent ([***]%) of any amounts paid by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademark.

  • Certain Litigation The Company agrees that it ------------------- shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.

  • Transaction Litigation From and after the date of this Agreement until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands, other stockholder Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any related agreements or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of SPAC, any of SPAC or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of SPAC or any of its Subsidiaries), or, in the case of the Company, any of the Company or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of the Company or any of its Subsidiaries). SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other; provided, however, that in no event shall (x) SPAC or any of its Subsidiaries or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), or (y) the Company or any of its Subsidiaries any or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed).

  • Dismissal of Litigation Within five (5) days of the Effective Date, Summit, VISX and Pillar Point shall cause all of the Summit/VISX Litigation (as hereinafter defined) to be dismissed with prejudice, with each party to bear its own costs and attorneys' fees. As used herein, "Summit/VISX Litigation" means VISX Partner, Inc. v. Summit Partner, Inc., Santx Xxxxx Xxxxxx Xxxxxxxx Court, Case No. CV 772057; VISX, Incorporated v. Pillar Point Partners, et al., Santx Xxxxx Xxxxxx Xxxxxxxx Court, Case No. 770042; and VISX Partner, Inc., on behalf Pillar Point Partners, United States District Court, District Of Massachusetts, Case No. 96-11739-PBS. The term "Summit/VISX Litigation" includes all counterclaims, cross-claims and the like asserted in the foregoing actions.

  • No Pending Litigation There is no action, suit, proceeding, investigation or litigation pending or, to the Purchaser’s knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to the Purchaser would adversely affect the purchase of the Mortgage Loans by the Purchaser hereunder, or the Purchaser’s ability to perform its obligations under this Agreement; and

  • Cooperation With Regard to Litigation Executive agrees to cooperate with the Company, during the term and thereafter (including following Executive’s termination of employment for any reason), by making himself available to testify on behalf of the Company or any subsidiary or affiliate of the Company, in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary or affiliate of the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any subsidiary or affiliate of the Company, as may be reasonably requested and after taking into account Executive’s post-termination responsibilities and obligations. The Company agrees to reimburse Executive, on an after-tax basis, for all reasonable expenses actually incurred in connection with his provision of testimony or assistance.

  • Related Litigation The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act.

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