Mixed Action definition

Mixed Action means any Action in respect of which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement that involves both Parent Assets or Parent Liabilities, on the one hand, and SpinCo Assets or SpinCo Liabilities, on the other hand.
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Mixed Action means (x) any Action identified on Schedule XVI or (y) any other Action in respect of which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement that involves both Nuance Assets or Nuance Liabilities, on the one hand, and SpinCo Assets or SpinCo Liabilities, on the other hand.
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Mixed Action has the meaning set forth in Section 6.12(c).
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Examples of Mixed Action in a sentence

  • A Party that is not named as a defendant in a Mixed Action may elect to become a party to such Mixed Action, and the Party named in such Mixed Action shall reasonably cooperate to have such first Party named in such Mixed Action.

  • The Parties shall reasonably cooperate and consult with each other, and to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any Mixed Action.

  • The Parties shall reasonably cooperate and consult with each other and, to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any Mixed Action.

  • In any Mixed Action, each of YUM and the SpinCo Parties may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the YUM Business or the SpinCo Business, respectively; provided that each Party shall in good faith make all reasonable efforts to avoid adverse effects on any other Party.

  • Notwithstanding anything to the contrary herein, the Parties may jointly retain counsel (in which case the cost of counsel shall be shared equally by the Parties) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any Mixed Action; provided that the Parties shall share discovery and other joint litigation costs in proportion to their respective expected financial exposure or respective expected financial recovery, as applicable.

  • Notwithstanding anything to the contrary herein, the Parties may jointly retain counsel (in which case the cost of counsel shall be shared equally by YUM, on the one hand, and the SpinCo Parties, on the other hand) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any Mixed Action; provided that YUM, on the one hand, and the SpinCo Parties, on the other hand, shall share equally discovery and other joint litigation costs.

  • A Party (or another member of its Group) that is not named as a defendant in a Mixed Action may elect to become a Party to such Mixed Action, and the Party (or other member of its Group) named in such Mixed Action shall reasonably cooperate to have such first Party (or other member of its Group) named in such Mixed Action.

  • In any Mixed Action, each of HP and Enterprise may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the HPI Business or the Enterprise Business, respectively; provided that each party shall in good faith make all reasonable efforts to avoid adverse effects on the other party.

  • Notwithstanding the preceding sentence, if, despite one Party having a greater financial exposure in respect of a Mixed Action, the other Party reasonably considers that such Mixed Action will be materially detrimental to its competitive or commercial business prospects and wishes to manage such Action, the first Party with the greater financial exposure shall consider in good faith the other Party’s request for the second mentioned Party to manage such Mixed Action.

  • If a member of each of the J&J Group and the Kenvue Group are not both named as parties to any Mixed Action, at the request of either Party, J&J and Kenvue shall use their reasonable best efforts to have the Party that is not so named added as a party to such Mixed Action.


More Definitions of Mixed Action

Mixed Action means (x) any Action identified on Schedule XVII or (y) any other Action in respect of which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement that involves both Honeywell Assets or Honeywell Liabilities, on the one hand, and SpinCo Assets or SpinCo Liabilities, on the other hand.
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Mixed Action means any Action that a party believes is reasonably likely to: (i) include claims that both give rise to a right of indemnification under Article X and claims as to which no right of indemnification under Article X exists; or (ii) include claims that both give rise to a right of the indemnification under Article X of the Abbott Indemnified Parties and claims that give rise to a right of indemnification under Article X of the Guidant Indemnified Parties.
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Mixed Action means (x) any Action identified on S chedule XVI or (y) any other Action in respect of which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement that involves both Nuance Assets or Nuance Liabilities, on the one hand, and SpinCo Assets or SpinCo Liabilities, on the other hand.
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Mixed Action. 5.15(a) “Mixed Contract” 5.10(a) “Non-Guidant Licensed Marks” 5.08(b)
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Mixed Action means any Third Party Claim that a party believes is reasonably likely to include both (1) claims in respect of which it will be the Indemnified Party under this Article VIII and (2) claims (A) as to which no right of indemnification exists for such party under this Article VIII, or (B) as to which it is the Indemnifying Party under this Article VIII.
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Related to Mixed Action

  • Specified Action has the meaning set forth in Section 3.4.2.

  • Notified Action shall have the meaning set forth in Section 7.04(a) of this Agreement.

  • Derivative Action means any Action brought by or in the right of the Corporation and/or an Affiliate.

  • Covered Activity means any activity in which a Covered Person must be engaged when a Covered Accident occurs in order to be eligible for benefits under the Policy. These Covered Activities are listed in the Schedule of Benefits and described in the Hazards section of the Policy.

  • Prohibited Action means an action of the Client as defined under paragraph 10.1 of this Client Agreement. A Prohibited Action constitutes an event of Default giving the Company the right to take action under paragraph 14.2 of this Client Agreement.

  • Covered Active Duty means (1) in the case of a member of a regular component of the Armed Forces, duty during the deployment of the member with the Armed Forces to a foreign country; and (2) in the case of a member of a reserve component of the Armed Forces, duty during the deployment of the member with the Armed Forces to a foreign country under a call or order to active duty (or notification of an impending call or order to active duty) in support of a contingency operation as defined by applicable law.

  • third party proceeding means 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 corporation.

  • licensed activity means any activity or activities listed in section 21 of the 2010 Act which is, or are authorised under the licence;

  • Covered Activities means those land uses and conservation and other activities described in Chapter 2.3 of the HCP/NCCP to be carried out by the Conservancy or its agents that may result in Authorized Take of Covered Species during the term of the HCP/NCCP, and that are otherwise lawful.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • member of the work-related activity group means a person who has or is treated as having limited capability for work under either—

  • Funded Activities means the activities set out in the Grant Offer Letter and Annex 2 of these Conditions; General Data Protection Regulation and GDPR means the General Data Protection Regulation (EU) 2016/679; Grant means the sum or sums that DWP will pay to the Grant Recipient in accordance with clause 4 and subject to the provisions set out at clause 22.

  • Approved activity means an event, a tour, or a meeting:

  • Infringement Action has the meaning set forth in Section 9.6(b).

  • Post-Transaction Period means, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated.

  • Acquisition Period means the period ending five (5) business days prior to

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Excluded Claim means a dispute, controversy or claim that concerns (a) the validity or infringement of a patent, trademark or copyright; or (b) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory.

  • University-sponsored activity means any activity on or off University premises, which is initiated, aided, authorized, or supervised by the University.

  • Current Proceeding means any proceeding conducted under any provisions of this subsection that

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Infringement Claim has the meaning set forth in Section 8.2(a).

  • Administrative Action has the meaning set forth in paragraph 4(a) of Annex I.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Third Party Infringement Claim has the meaning set forth in Section 23.5.1.

  • licensed activities means things authorised to be done by the licence