We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Xxxxxx Action Sample Clauses

Xxxxxx Action. In the event BGM does not pursue enforcement of BGM’s patents as set forth in Subsection 7.1.2, and Xxxxxx reasonably believes that such infringement shall materially impact Xxxxxx’x ability to market the Products, Xxxxxx shall have the right, but not the obligation, to enforce any and all claims of infringement of any BGM’s patents against such infringement, in its own name, at its own expense and for its own benefit, and BGM agrees to take all actions reasonably necessary to enable Xxxxxx to enforce such action in its own name, including, but not limited to, the execution of any necessary papers. BGM shall join Xxxxxx as a party to such prosecution if it is reasonably determined that BGM is a necessary party to such prosecution, whereupon Xxxxxx shall bear all costs and control such litigation as if such action had been brought solely in Xxxxxx’x name. Xxxxxx shall have the right to control all aspects of the litigation of any claim against a Third Party brought pursuant to the provisions of this Subsection 7.1.3, including, but not limited to, the right to: (a) select counsel, such selection to be subject to BGM’s written approval, such approval not to be unreasonably withheld; (b) establish litigation strategies, subject to an obligation to confer with BGM regarding such strategies and to give reasonable consideration to BGM’s input with respect to such strategies; and (c) pursue settlement discussions and enter into settlements. Notwithstanding the foregoing, Xxxxxx shall not settle any such litigation or claim without the prior written consent of BGM, which consent shall not be withheld unreasonably.
Sample 1Sample 2Sample 3
Xxxxxx Action. No Opt-Out request will be valid unless all the information described above is included. No Class Member, or any person acting on behalf of or in concert or participation with that Class Member, may exclude any other Class Member from the Settlement Class. The last date for Class Members to Opt-Out of the Settlement will, subject to Court approval, be on the Opt-Out Deadline contained in the Preliminary Approval Order. Class Members who timely Opt-Out of the Settlement will not be bound by the terms of this Agreement, including any releases contained herein. In the event that 1,000 or more of the Settlement Class Members submit valid requests to opt out, Defendant shall have the option to elect to terminate this Agreement, in which circumstance the Settlement will become null and void and the parties will return to the status quo ante as described in Section III. The Class Representative affirmatively supports this Settlement and agrees not to Opt- Out of this Settlement. None of the Class Representative, Class Counsel, Defendant, or its counsel shall in any way encourage any Class Member to Opt-Out or discourage any Class Member from participating in this Settlement.
Sample 1
Xxxxxx Action. 23 Section 3.27 Offers...................................................... 23 Section 3.28 Disclosure.................................................. 23
Sample 1
Xxxxxx Action. Xxxxxx has obtained and delivered to PRI a duly executed Voting Agreement of Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxxx XxXxxxx, Xxxx X. Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxxxxx Xxxxxxxxx substantially in the form attached hereto as Exhibit 4.23A, pursuant to which, among other things, each such Person has agreed to vote all Xxxxxx Common Stock owned by such Person or over which he has voting control, in favor of this Agreement and the Merger and irrevocably granted a proxy, coupled with an interest, to PRI or its designee to vote such shares of Xxxxxx Common Stock in favor of this Agreement and the Merger.
Sample 1
Xxxxxx Action. Sellers agree to defend the Xxxxxx Action in accordance with the provisions of Section 8.3, as if it were an Indemnification Claim. Purchaser will use commercially reasonable efforts to cause Xxxx Transport to deliver to Sellers and its Affiliates all records and documentation relating to the Xxxxxx Action that come into its possession and that may arise after the Closing and shall permit Sellers to contact Purchaser’s employees during normal business hours, to the extent reasonable, to assist Sellers in its defense of the Xxxxxx Action; provided, however, in no event shall Purchaser be required to incur any cost or expense in connection with such assistance to Sellers. Sellers will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Xxxxxx Action without Purchaser’s prior written approval (which shall not be unreasonably withheld or delayed), unless the terms of such settlement provide for a complete release of the claims that are the subject of the Xxxxxx Action in favor of the Companies.
Sample 1
Xxxxxx Action. 53 ARTICLE VI
Sample 1

Related to Xxxxxx Action

  • Notice of a License Action Grantee shall notify their contract manager of any action impacting its license to provide services under this Contract within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; x. Xxxx of the license action; and d. License or case reference number.

  • Regulatory Action (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(l)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination. (b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(l)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If the Employer is in default (as defined in Section 3(x)(l) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action.

  • Infringement Proceedings Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party will have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party with its reasonable cooperation and assistance with respect to any such infringement proceedings.

  • Third Party Litigation The undersigned agrees to be available to the Company and its affiliates on a reasonable basis in connection with any pending or threatened claims, charges or litigation in which the Company or any of its affiliates is now or may become involved, or any other claims or demands made against or upon the Company or any of its affiliates, regardless of whether or not the undersigned is a named defendant in any particular case.

  • Legal Action If you are dissatisfied with the determination of your claim, and have complied with applicable state and federal law, you are entitled to seek judicial review. This review will take place in an appropriate court of law. Under state law, you may not begin court proceedings prior to the expiration of sixty (60) days after the date you filed your claim. In no event may legal action be taken against us later than three (3) years from the date you were required to file the claim. For members covered by a group (employer sponsored) health plan, your plan may be subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Under federal law, if your plan is subject to ERISA you may have the right to bring legal action under section 502(a) of ERISA after you have exhausted all appeals available under the plan. That means, for both medical and administrative appeals, federal law requires that you pursue a final decision from the plan, prior to filing suit under section 502(a) of ERISA. For a medical appeal, that final decision is the determination of the appeal. You are not required to submit your claim to external review prior to filing a suit under section 502(a) of ERISA. Consult your employer to determine whether this applies to you and what your rights and obligations may be. If you are dissatisfied with the decision on your claim, and have complied with applicable state and federal law, you are entitled to seek judicial review. This review will take place in an appropriate court of law.

  • Litigation; Regulatory Action Except as Previously Disclosed in Schedule 4.2(I) no litigation, proceeding or controversy before any court or governmental agency is pending that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect on InterWest or its Subsidiaries or that alleges claims under any fair lending law or other law relating to discrimination, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act and the Home Mortgage Disclosure Act, and, to the best of its knowledge, no such litigation, proceeding or controversy has been threatened; and except as Previously Disclosed in Schedule 4.2(I), neither InterWest nor any of its Subsidiaries or any of its or their material properties or their officers, directors or controlling persons is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, any Regulatory Authority, and neither InterWest nor any of its Subsidiaries has been advised by any of such Regulatory Authorities that such authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum or understanding, commitment letter or similar submission.

  • Notice of Regulatory Action To the extent permitted by applicable Law, each Seller shall promptly notify the applicable Purchaser of any action, claim, inquiry, audit, investigation or examination taken or made by a Government Authority that may affect the conduct of a Serviced Appointment and shall consult with such Purchaser as to any changes in duties or other arrangements hereunder to be taken in connection therewith.

  • Third Party Proceedings The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Transaction Litigation Subject to entry into a customary joint defense agreement, the Company shall give Parent the opportunity to consult with the Company and participate in the defense or settlement of any shareholder litigation against the Company, any Company Subsidiary or their respective directors or officers (each, a “Company Party”) relating to this Agreement, the Merger or the other Transactions. None of the Company, any Company Subsidiary or any Representative of the Company shall compromise, settle or come to an arrangement regarding any such shareholder litigation, in each case unless Parent shall have consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Company may compromise, settle or come to an agreement regarding shareholder litigation made or pending against a Company Party, if each of the following conditions are met: (i) the resolution of all such litigation requires payment from the Company or any of the Company Subsidiaries or Representatives in an amount not to exceed the amount set forth in Section 6.12 of the Company Disclosure Schedule or the provision of disclosures to the shareholders of the Company relating to the Merger (provided that Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent); (ii) the settlement provides for no injunctive or similar relief prohibiting or mandating certain action by the Company, Parent, Merger Sub, Guarantor, the Surviving Corporation or any of their respective Affiliates, Subsidiaries or Representatives; (iii) the settlement provides that Parent and its Subsidiaries and Representatives are released from all liability in connection therewith with prejudice; (iv) none of Parent, Merger Sub, the Company, and their respective Subsidiaries and Representatives are required to admit any wrongdoing as part of the settlement, and (v) the withdrawal or dismissal (with prejudice) of all shareholder claims and actions then pending relating to this Agreement, the Merger or the other Transactions.

  • RECOMMENDED ACTION It is respectfully requested that the Procurement Committee recommend approval of an Addendum to the General Consulting Services Agreement with Xxxxxxx & Associates, Inc. for the services contained herein and the amount as shown below: AAC – Compliance Review Date 09/28/23 AAC – Funding Eligibility Review Date 09/28/23 Attachment A: Finance Form Attachment B: OSBD Memo October 18, 2023 The Consultant hereby certifies, covenants, and warrants that wage rates and other factual unit costs of contracting. The Consultant further agrees that the original agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the Aviation Authority determines the agreement price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such agreement adjustments shall be made within (1) year following the end of the contract. For purposes of this certificate, the end of the agreement shall be deemed to be the date of final billing or acceptance of the work by the Aviation Authority, whichever is later. Consultant: Xxxxxxx & Associates, Inc. By: Print Name: Xxxx Xxxxxxx, P.E., Senior Vice President Date: 08/15/2023 Xxxxxxxxx Xxxxxxx (Xxxxxxx) Greater Orlando Airport Authority Orlando International Airport Xxx Xxxxx Xxxx. Orlando, FL 32827 Re: Professional Fee Proposal: Signage Design and Consulting On Call Services for Orlando International Airport, for the GREATER ORLANDO AIRPORT AUTHORITY Dear Ricondo: These on call services as proposed to GOAA Planning will consist of: o Assist GOAA with Signage / Wayfinding Projects, from concept development to final completion, as requested. and other design concerns, as requested. o Review GOAA Sign Design Guidelines and provide comments for incorporation, as requested. o Assist GOAA to define project scope, as requested. o Provide Quality Control for GOAA Signage / Wayfinding Projects, as requested. o Conduct field observation and provide design recommendations, as requested. o Attend coordination meetings as required o Provide written documentation of all field findings, project coordination, and design recommendations, as requested. o Prepare Rough Order of Magnitude cost estimates to assist GOAA Planning and establishing project budgets, as requested.

Most Referenced Clauses

Most Referenced Definitions