Remedy in the Event of Prohibition of Use Sample Clauses

Remedy in the Event of Prohibition of Use. If a preliminary or final judgment is, or is reasonably likely to be, entered against LGIT’s use, sale, lease or distribution of any LGIT RF Product that incorporates ParkerVision RF Components, due to infringement of any third party Intellectual Property Rights by the ParkerVision RF Components, or if ParkerVision reasonably believes that the ParkerVision RF Components may be found to infringe any Intellectual Property Rights, then ParkerVision shall, [*], either (a) modify the ParkerVision RF Components so that they become noninfringing, (b) substitute the ParkerVision RF Components with other non-infringing products with materially the same functionality (or better) as the infringing ParkerVision RF Components or parts or (c) obtain a license to permit LGIT to exercise the rights granted hereunder; provided, however, that in the event that ParkerVision is unable after using commercially reasonable efforts to accomplish either (a), (b) or (c), then LGIT agrees to cease any and all use, sale, lease and distribution of any LGIT RF Product that incorporates such ParkerVision RF Components within thirty (30) days of receipt of notice from ParkerVision or such earlier time as may be required to comply with a court order, [*].
Sample 1
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Remedy in the Event of Prohibition of Use. If a preliminary or final judgment is, or is reasonably likely to be, entered against Licensee or either Party’s use, sale, lease or distribution of a Licensed Product, due to infringement of any Intellectual Property Rights, or if Licensee or Licensor reasonably believes that the Licensed Products may be found to infringe any third party Intellectual Property Rights, then Licensor shall, at Licensee’s discretion and Licensor’s expense, either (a) modify the Licensed Products so that such technology becomes noninfringing, (b) substitute the Licensed Products with other non-infringing technology with materially the same functionality (or better) as to the infringing product or (c) obtain a license to permit License to exercise the rights granted hereunder; provided, however, that in the event that Licensor is unable after using commercially reasonable efforts to accomplish either (a), (b) or (c), then Licensor promptly shall reimburse License for the full amount of the license fees paid hereunder. Nothing in this paragraph or Agreement shall limit Licensee’s available remedies.
Sample 1
Remedy in the Event of Prohibition of Use. If a preliminary or final judgment is, or is reasonably likely to be, entered against ITT’s use, sale, lease or distribution of a Licensed Product in the ITT Field of Use that incorporates any Licensed Technology, due to infringement of any third party patents, copyrights or trade secrets by the Licensed Technology, or if ParkerVision reasonably believes that the Licensed Technology may be found to infringe any third party patents, copyrights or trade secrets, then ParkerVision shall, at its sole discretion and expense, either (a) modify the Licensed Technology so that such technology becomes noninfringing, (b) substitute the Licensed Technology with other technology that is as close functionally as reasonably, commercially possible to the infringing technology, while still avoiding infringement and preserving all material functional aspects of the technology or (c) obtain a license to permit ITT to exercise the rights granted hereunder; provided, however, that in the event that ParkerVision is unable after its [*] to accomplish either (a), (b) or (c), then ITT agrees to cease any and all use, sale, lease and distribution of any Licensed Product that incorporates such Licensed Technology within [*] of receipt of notice from ParkerVision or such earlier time as may be required to comply with a court order. [*] In the event [*] then [*] this Agreement may not be terminated under Section 13.2 for ITT’s failure to Sell Licensed Products. For a period of [*] after the receipt of such notice by ITT, the parties agree to use [*] to cooperate in formulating and implementing a strategy (including negotiating cooperatively to obtain a license or any other mutually acceptable strategy) that will enable ITT to exercise the rights granted hereunder without infringement of such third party patents, copyrights or trade secrets by the Licensed Technology.
Sample 1
Remedy in the Event of Prohibition of Use. If a preliminary or final judgment is, or is reasonably likely to be, entered against [*]’s use, sale, lease or distribution of a Licensed Product that incorporates any ParkerVision RF Communications Technology, due to infringement of any third party patents, copyrights or trade secrets by the ParkerVision RF Communications Technology, or if ParkerVision reasonably believes that the ParkerVision RF Communications Technology may be found to infringe any third party patents, copyrights or trade secrets, then ParkerVision shall, at its sole discretion and expense, either (a) modify the ParkerVision RF Communications Technology so that such technology becomes noninfringing, (b) substitute the ParkerVision RF Communications Technology with other non-infringing technology with materially the same functionality (or better) as the infringing ParkerVision RF Communications Technology or parts or (c) obtain a license to permit [*] to exercise the rights granted hereunder; provided, however, that in the event that ParkerVision is unable after [*] to accomplish either (a), (b) or (c), then [*] agrees to cease any and all use, sale, lease and distribution of any Licensed Product that incorporates such ParkerVision RF Communications Technology within [*] of receipt of notice from ParkerVision or such earlier time as may be required to comply with a court order.
Sample 1

Related to Remedy in the Event of Prohibition of Use

  • Restoration of Rights on Abandonment of Proceedings In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such proceedings had been taken.

  • Initiation of Proceeding Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.

  • EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”): A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to any material representation, information, or fact or is not complete as to any material fact or representation or such application; B. The Applicant failed to complete Qualified Investment as required by Section 2.5.A. of this Agreement during the Qualifying Time Period; C. The Applicant failed to create and maintain the number of New Qualifying Jobs required by the Act; D. The Applicant failed to create and maintain the number of New Qualifying Jobs specified in Schedule C of the Application; E. The Applicant failed to pay at least the average weekly wage of all jobs in the county in which the jobs are located for all New Non-Qualifying Jobs created by the Applicant; F. The Applicant failed to provide payments to the District sufficient to protect future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; G. The Applicant failed to provide the payments to the District that protect the District from the payment of extraordinary education-related expenses related to the project to the extent and in the amounts that the Applicant agreed to provide such payments in Article V of this Agreement; H. The Applicant failed to provide the Supplemental Payments to the extent and in the amounts that the Applicant agreed to provide such Supplemental Payments in Article VI of this Agreement; I. The Applicant failed to create and Maintain Viable Presence on or with the Qualified Property as more fully specified in Article VIII of this Agreement; J. The Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of the Comptroller; K. The Applicant failed to provide the District or the Comptroller with all information reasonably necessary for the District or the Comptroller to determine whether the Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; L. The Applicant failed to allow authorized employees of the District, the Comptroller, the Appraisal District, or the State Auditor’s Office to have access to the Applicant’s Qualified Property or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of the Applicant’s Qualified Property under Sections 8.5 and 8.6; M. The Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with this Agreement; N. The Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on Appraised Value made pursuant to Chapter 313 of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI of this Agreement; O. The Applicant failed to comply with the conditions included in the certificate for limitation issued by the Comptroller.

  • Notification of Proceeding Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement of expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

  • Limitation of Liability in Event of Breach An Interconnection Party (“Breaching Party”) shall have no liability hereunder to the other Interconnection Parties, and the other Interconnection Parties hereby release the Breaching Party, for all claims or damages that either of them incurs that are associated with any interruption in the availability of the Customer Facility, Interconnection Facilities, Transmission System or Interconnection Service or damages to an Interconnection Party’s facilities, except to the extent such interruption or damage is caused by the Breaching Party’s gross negligence or willful misconduct in the performance of its obligations under this Interconnection Service Agreement (including Appendix 2).

  • Rights and Remedies Upon Breach If Executive breaches or threatens to commit a breach of any of the provisions of this Section 5 (the “Restrictive Covenants”), the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity:

  • Initiation of Proceedings If foreclosure approval has not been withheld by the Master Servicer and, where applicable, by the respective Primary Mortgage Insurer and/or the respective Pool Insurer, with respect to a Mortgaged Property, including Co-op Shares, the Servicer shall, unless it arranges for the sale by the Borrower of the Mortgaged Property to a third party pursuant to Section 13.3.3, initiate or cause to be initiated such foreclosure actions as are authorized by law and consistent with practices in the locality where the Mortgaged Property is located, including, in the case where such Mortgaged Property includes a residential long-term lease, the succession by the Servicer to the rights of the Borrower under the lease by foreclosure, assignment in lieu of foreclosure or other comparable means. If such Mortgaged Property has been abandoned or vacated by the Borrower and the Borrower has evidenced no intention of honoring his obligations under the related Mortgage Loan, the foreclosure process shall be expedited to the fullest extent permitted by law.

  • Termination of Proceedings In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver, or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the Issuer, the Company and the Trustee shall be restored to their former positions and rights hereunder, respectively, with respect to the Trust Estate, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

  • Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement or under any Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

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