Responsibility and Cooperation. (a) Subject to Section 4.1(b), as between the Parties, Licensor shall have sole responsibility (but not the obligation) for filing, prosecuting and maintaining all Patents within the Licensed IP with respect to which such Licensor or any of its Affiliates is granting a license to Licensee hereunder. Licensor shall be solely responsible for all costs and expenses incurred in connection with such filing, prosecution and maintenance.
(b) If, during the Term, Licensor decides to abandon, or otherwise allow to lapse, any issued AgCo Licensed Patent (if AgCo is the Licensor) or MatCo Licensed Patent (if MatCo is the Licensor) or published application therefor, Licensor shall use commercially reasonable efforts to notify Licensee of such decision at least thirty (30) days prior to any deadline for taking action to avoid abandonment (or other loss of rights) of such Patent. Upon receipt of such notice, Licensee shall have the right to elect to assume responsibility for such prosecution and maintenance solely by providing Licensor with written notice of such election within thirty (30) days (or such shorter period requested where the final deadline is in less than thirty (30) days) following such notice from Licensor, and Licensor shall either: (i) withdraw its decision to abandon and continue prosecuting or maintaining such Patent at its expense; or (ii) assign, and hereby does assign, its entire right, title, and interest in such Patent to Licensee at Licensee’s sole cost and expense (provided that, for clarity, Licensee shall not be required to pay any additional consideration to Licensor in exchange for such assignment, but shall be required to reimburse Licensor for its out-of-pocket costs and expenses incurred in connection with assigning such Patent); provided that, Licensor shall not be in breach of the foregoing if Licensor uses commercially reasonable efforts to notify Licensee of its decision to abandon (or otherwise lose rights) but inadvertently and in good faith fails to so notify Licensee. In the event that Licensor assigns a Licensed Patent to Licensee in accordance with the foregoing clause (ii), such Patent shall no longer be (i) if the Licensor is AgCo, an AgCo Licensed Patent and instead shall be a MatCo Non-Exclusively Licensed Patent, for which the applicable AgCo Non-Exclusive Patent Field shall be all fields of use other than the MatCo Exclusive Patent Field applicable to such Patent (if any), or (ii) if the Licensor is MatCo, a MatCo Licens...
Responsibility and Cooperation. (a) Subject to Section 3.2, Licensor shall be solely responsible for filing, prosecuting, and maintaining all Patents within the Licensed IP owned by Licensor. Licensor shall be responsible for all costs associated with filing, prosecuting, and maintaining such Patents. Without limiting the foregoing, each Licensor shall use commercially reasonable efforts to prosecute and maintain in good faith all Patents licensed under this Agreement.
(b) Licensee shall reasonably cooperate with Licensor with respect to providing such information or taking such other actions as may be necessary in order to protect each Party’s rights in the Licensed IP in connection with requirements or provisions of applicable Laws in local jurisdictions.
(c) The Parties agree to reasonably cooperate with each other with respect to preparing instruments to record Licensee as the licensee of the Licensed IP in any applicable foreign Governmental Entity or registrar where such recordation is required, in each case as and to the extent so required under the applicable Laws of such jurisdictions, and Licensee shall have the right to record such instrument with the applicable Governmental Entity or registrar, in each case at Licensee’s sole cost and expense. Notwithstanding anything to the contrary in any such instrument, to the extent of any conflict or inconsistency between this Agreement and such instrument, this Agreement shall control. For clarity and without limiting the foregoing, any such instrument may or may not refer to this Agreement or include disclaimers, limitations or exceptions with respect to the Licensed IP or the licenses thereto and may be dated as of, before or after the Effective Date.
Responsibility and Cooperation. The Union agrees that the employees covered by this Agreement, individually and collectively, will perform and render efficient work and service, and that it and its members will wholeheartedly cooperate with the Authority in matters of working conditions, service improvements and the introduction of new equipment, providing they are properly trained. The Union recognizes and assumes the responsibility imposed upon it as the exclusive bargaining agent of the employees covered by this Agreement, and recognizes that it is to their mutual benefit that the Authority be strong and produce efficiently.
Responsibility and Cooperation. (a) As between the Parties, Licensor shall have sole and exclusive right (but not the obligation) for filing, prosecuting, and maintaining all Patents within the Licensed IP with respect to which such Licensor or any of its Affiliates is granting a license to Licensee hereunder. Licensor shall be solely responsible for all costs and expenses incurred in connection with such filing, prosecution, and maintenance.
(b) Upon the reasonable request of the Party that has the right to control filing, prosecution or maintenance of any Licensed IP in accordance with Section 4.1(a), the other Party shall provide reasonable assistance to such Party in connection with such activities (including by providing information or taking such other actions as required by applicable Law), and such requesting Party shall reimburse such other Party’s reasonable out-of-pocket costs and expenses incurred in connection therein. For clarity, neither such other Party nor any of its Affiliates shall be required by the foregoing in this Section 4.1 to take or omit to take any action that it reasonably believes contravenes any applicable Law.
Responsibility and Cooperation. Employee is willing to assume and carry out assignments and is accountable for actions. Employee demonstrates a willingness and ability to work effectively with others to achieve common goals.
Responsibility and Cooperation. (A) The employer and the Union agree with the objectives of maintaining a productive, effective, safe and healthy work environment. Moreover, the employer and the Union agree to conduct themselves in such a manner so as to promote a spirit of cooperation between them to achieve these objectives. It is recognized that the employer and the Union, as well as the firefighters covered under the terms of this Agreement, are obligated individually and collectively to perform in an honest and efficient manner in furtherance of these objectives. The responsibility for success rests equally with the employer, the Union/firefighters, and the employees covered under the terms of this Agreement.
(B) Furthermore, the Union agrees to advise its members, and each employee covered by this agreement has an affirmative individual obligation, to report to the employer, through the proper chain of command, any serious acts such as threats of sabotage, theft, willful damage to property, time card or worker compensation fraud, and the employer will take, upon notification, appropriate action.
Section 1 Union Representatives
Responsibility and Cooperation. As between the Parties, Arizona, with respect to the Arizona Licensed IP, and the Buyer Entities, with respect to the Company Licensed IP, shall have the right (but not the obligation) for filing, prosecuting, and maintaining all Arizona Licensed IP and Company Licensed IP, respectively, in the licensing Party’s name. For the avoidance of doubt, in case either such Party files any new Intellectual Property registration to the extent covering the Licensed IP, such new Intellectual Property registration shall automatically become Licensed IP. However, and for the further avoidance of doubt, the aforementioned shall not apply to new Intellectual Property created by a licensee Party or its Sublicensees separately and independently from the Licensed IP, for example in case of separate and independent technical enhancements or advancements. The Parties shall reasonably consult and coordinate with each other at the other Party’s request with respect to the matters set forth in this Section 9.1.
