Invalidity Action definition

Invalidity Action has the meaning set forth in Section 12.6.
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Invalidity Action has the meaning set forth in Section 15.1(a).
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Invalidity Action has the meaning set forth in Section 17.2(a).
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Examples of Invalidity Action in a sentence

  • The Parties will reasonably confer to discuss whether to bring such action or the manner in which to settle such action, and if any Invalidity Action is brought by a Party, each Party will provide such assistance as may be reasonably requested by the other Party (at such other Party’s cost) in connection with such Invalidity Action.

  • Any defense of an Invalidity Action by Seller shall be governed by this Section ‎2.6. Seller may defend or enforce any Licensed IP with the prior written consent of Buyer, which shall not be unreasonably withheld or delayed.

  • For the avoidance of doubt, in no event shall any interferences, reissue proceedings, oppositions and re-examinations be deemed an Invalidity Action, and the conduct and management of any such matters shall be governed by the provisions of Article 14.

  • For clarity, if AMGEN is named in an Invalidity Action but not JASPER, then JASPER shall have the right to join and control the defense of such Invalidity Action at JASPER’s own expense and using counsel of JASPER’s choice.

  • If JASPER elects not to defend or control the defense of an Invalidity Action, then AMGEN shall have the right, but not the obligation, to defend or control the defense of such Invalidity Action, at AMGEN’s own expense and using counsel of AMGEN’s choice.

  • If a Third Party asserts that any Patent licensed to the other Party under this Agreement is invalid or unenforceable in the Territory, whether as a defense or as a counterclaim in a legal action or in a declaratory judgment action or similar action or claim (any such defense, counterclaim, claim, or action, an “Invalidity Action”), then the Party first becoming aware of the Invalidity Action shall [***] give written notice to the other Party.

  • JASPER shall have the first right, but not the obligation, to defend or control the defense of any Invalidity Action.

  • If [***] it or its designee elects not to defend or control such Invalidity Action in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements, [***] may defend and control such Invalidity Action at [***] sole cost and expense, using counsel of [***] choice.

  • The Party defending or controlling the defense of an Invalidity Action (the “Defending Party”) shall keep the other Party reasonably informed, in person or by telephone or e-mail, regarding the status of such Invalidity Action.

  • If a declaratory judgment action is brought naming either Party as a defendant and alleging invalidity or unenforceability of any of the Licensed Patents (an “Invalidity Action”), the Party first having notice of the Invalidity Action shall promptly notify the other Party, and the Parties shall promptly confer to consider the Invalidity Action and the appropriate course of action.

Related to Invalidity Action

  • Invalid means one who is physically or mentally incapacitated from earning a livelihood.

  • Provision in relation to the Act, means words or other matter that form or forms part of the Act, and includes:

  • Validity means being:

  • Circumstance means an incident, fact, occurrence, matter, act or omission that may give rise to a Claim in the context of civil liability;

  • Competent means the ability of an offeror to satisfy the requirements of the solicitation. This determination is based on a comprehensive assessment of each offeror's proposal including consideration of the specific areas of evaluation criteria in the relative order of importance described in the solicitation.

  • provisions means "provisions, terms, agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty, agreement, liability, covenant and/or condition"; (v) "any of the Leased Premises" shall mean "the Leased Premises or any part thereof or interest therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or interest therein"; (vii) "any of the Improvements" shall mean "the Improvements or any part thereof or interest therein"; (viii) "any of the Equipment" shall mean "the Equipment or any part thereof or interest therein"; and (ix) "any of the Adjoining Property" shall mean "the Adjoining Property or any part thereof or interest therein".

  • Illegality has the meaning specified in Section 5(b).

  • Other Provisions As specified in the Preliminary Prospectus Supplement dated March 23, 2023 relating to the Securities. Securities Exchange: The Series KK Notes will not be listed on any exchange. Ratings: Baa2 by Xxxxx’x Investors Service, Inc. BBB by S&P Global Ratings Closing Date and Delivery Date: March 27, 2023 Closing Location: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxx. New York, New York 10017 Address for Notices to Underwriters: X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Deutsche Bank Securities Inc. 0 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxxx, XX 00000 ANNEX A Permitted Free Writing Prospectus Final Term Sheet dated March 23, 2023 ANNEX B Issuer Free Writing Prospectus Filed Pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated March 23, 2023 Registration No. 333-253260 MARRIOTT INTERNATIONAL, INC. $800,000,000 4.900% Series KK Notes due 2029 PRICING TERM SHEET Dated: March 23, 2023 Issuer: Marriott International, Inc. (the “Company”) Anticipated Ratings (Moody’s / S&P)*: Baa2 / BBB Security: 4.900% Series KK Notes due 2029 (the “Series KK Notes”) Aggregate Principal Amount: $800,000,000 Maturity Date: April 15, 2029 Coupon: 4.900% Interest Payment Dates: April 15 and October 15, commencing on October 15, 2023 Day Count Convention: 360-day year consisting of twelve 30-day months Price to Public: 98.732% of the principal amount Benchmark Treasury: 4.000% due February 29, 2028 Benchmark Treasury Price / Yield: 102-15 3⁄4 / 3.446% Spread to Benchmark Treasury: +170 basis points Yield to Maturity: 5.146%

  • Ineffective means that the specialist has received two (2) or fewer Satisfactory Component ratings out of the five (5) components in accordance with the Appraisal Criteria in 5.0.

  • Jurisdiction means a province or territory of Canada except when used in the term foreign jurisdiction;

  • Superior Court means the Superior Court of the District of Columbia.

  • Impaired means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

  • Enforceability Limitations means limitations on enforcement and other remedies by or arising under or in connection with applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting creditors’ rights generally or general principles of equity.

  • Interpretation Act means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

  • Challenge means to appeal a ruling of the Chair.

  • Interpretation means an addendum to a Reliability Standard, developed in accordance with the NERC Standard Processes Manual and approved by the Applicable Governmental Authority(ies), that provides additional clarity about one or more Requirements in the Reliability Standard.

  • Delaware Court means the Court of Chancery of the State of Delaware.

  • Illegality Notice has the meaning specified in Section 3.02.

  • Reviewing Party means any appropriate person or body consisting of a member or members of the Company's Board of Directors or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.