Declining Party definition

Declining Party has the meaning assigned to such term in Section 2.19(b) hereof.

Declining Party means a Party that notifies the other Party(ies) that it elects to abandon particular Patent Rights or elects to not pay or to discontinue paying its Share of Patent Expenses for particular Patent Rights in accordance with Paragraphs 2.2, 2.3, 4.1(b) or 4.1(c), including declining to pay expenses in excess of the Patent Expense Cap set forth in the Transaction Terms, if any.

Declining Party has the meaning set forth in Section 8.5(b).

Examples of Declining Party in a sentence

• The Commitment of any Lender that is a Declining Party shall terminate on the Original Stated Termination Date.

• Any Lender or Administrative Agent or each Issuing Bank that has not so advised the Borrower and the Administrative Agent by such Extension Date shall be deemed to have declined to agree to such extension and shall be a Declining Party.

• The Non-Declining Party shall reimburse the Declining Party for any expenses the Declining Party incurs in evaluating, prosecuting, maintaining or consulting with Company with regard to any patent application described herein.

• If a Party elects to abandon particular Patent Rights or elects to not pay or discontinue paying its Share of Patent Expenses and thereby become a Declining Party, then the other Party(ies) may elect to (a) pay the Declining Party’s Share of Patent Expenses and the Agreement remains in force, or (b) terminate the Agreement by providing 30 days prior written notice.

• If a Party elects to abandon particular Patent Rights or elects to not pay or discontinue paying its Share of Patent Expenses and thereby become a Declining Party, then the other Party(ies) may elect to (a) pay the Declining Party’s Share of Patent Expenses, in which case the Declining Party will no longer be entitled to a Share of Net Consideration from such Patent Rights, or (b) terminate the Agreement by providing 30 days prior written notice.

More Definitions of Declining Party

Declining Party shall have the meaning set forth in Section 7.3(a)(iii).

Declining Party shall have the meaning set forth in Section 6.2.1(b) hereof.

Declining Party has the meaning set forth in Section 5.4(e).

Declining Party has the meaning given in Clause 6.5.2; "Defaulting Investor" has the meaning given in Clause 5.3;

Declining Party shall have the meaning as defined in Section 10.5;

Declining Party declines to participate in obtaining patent protection for any inventions embodied in the Joint Technical Information pursuant to Section 3.5(c) and the other Party ("Licensing Party") later obtains such patent protection (a "Licensed Patent"), then the Licensing Party hereby grants to the Declining Party a perpetual, non-exclusive, royalty-free license to practice the Licensed Patent, provided however that (i) such practice does not infringe any other Proprietary Rights of the Licensing Party, and (ii) such license shall not give the Declining Party any rights to use the Licensing Party's Technical Information.

Declining Party has the meaning ascribed thereto in subsection 11.3;