Action Against Third Parties Clause Samples

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Action Against Third Parties. If the Parties fail to agree on a joint program of action with respect to Third Party Infringement of any ▇▇▇▇▇▇▇ Patent Rights, then [ * ] bring and control any legal action (including by initiating any lawsuit or other proceeding) as it [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. reasonably determines appropriate in connection with the Third Party Infringement with respect to ▇▇▇▇▇▇▇ Patent Rights, and [ * ] shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
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Action Against Third Parties. 9.1 As a material term of this Agreement, if reasonably requested to do so by the Licensee, the Licensor shall take all actions as shall be necessary to protect the Trademarks against infringement by unauthorized persons or entities in the Territories, such as filing and prosecuting law suits against such infringers. The Licensee shall, if requested to do so by the Licensor, cooperate fully with the Licensor in the performance by the Licensor of its obligations under this Clause 9.1. Notwithstanding the foregoing, however, the Licensee's request shall not be considered "reasonable" unless the infringement is taking place in a country of the Territory which is material, in the reasonable and good faith opinion of Licensee, to the ongoing business activities of the Licensee in connection with the Trademarks and, from the standpoint of good business judgment, there is a realistic possibility of financial recovery from the infringer. All amounts actually recovered in such suits, net of Licensor's legal expenses incurred in prosecuting such suits, shall be shared equally between the parties. 9.2 If the Licensor does not comply with its obligations set forth in Section 9.1 (and elsewhere herein with respect to protection of the Trademarks and actions against infringers of Trademarks, as the case may be), the Licensee shall have the right to take such action in its, Licensee's name, and the 11 Licensee shall, in that event, be entitled to retain any and all amounts recovered by the Licensee in any such infringement actions. Provided, however, that if the Licensee takes such actions against the infringers which it was the Licensor's obligation to take, as set forth in Section 9.1, the Licensee shall be entitled to deduct, from the next amounts otherwise payable to the Licensor pursuant to this Agreement, the out of pocket court costs, legal costs and other reasonable attorneys fees incurred by the Licensee in taking such actions. 9.3 Licensee shall in no circumstances settle any claim or action against third parties without the prior written consent of Licensor which shall not be unreasonably withheld.
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Action Against Third Parties. If the Parties fail to agree on a joint program of action with respect to Third Party Infringement of any ▇▇▇▇▇▇▇ Patent Rights, subject to this Section 8.3(b), ▇▇▇▇▇▇▇ will have the sole right to bring and control any legal action (including by initiating any lawsuit or other proceeding) as it reasonably determines appropriate in connection with the Third Party Infringement with respect to ▇▇▇▇▇▇▇ Patent Rights, and if the action involves a Third Party’s sales of a Product in the Field, Company shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. With respect to any Third Party Infringement with respect to ▇▇▇▇▇▇▇ Patent Rights that involves a Third Party’s sales of a Product in the Field, if ▇▇▇▇▇▇▇ fails to bring any legal action with respect to, or to terminate, such Third Party Infringement (i) within […***…] days following the notice of alleged infringement with respect to such ▇▇▇▇▇▇▇ Patent Rights, but in any event no less than […***…] days before the time limit, if any, set forth in the Applicable Laws for the filing of such actions, or (ii) solely with respect to a Paragraph IV Certification involving such ▇▇▇▇▇▇▇ Patent Rights, within the later of […***…] days following Company’s receipt of notice thereof and […***…] Business Days before the statutory deadline under Applicable Law, upon written agreement from all Other Licensee(s), not to be unreasonably withheld or delayed, Company shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and ▇▇▇▇▇▇▇ (and all Other Licensee(s)) shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
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Action Against Third Parties. MSON’s disciplinary authority may not extend to third parties (employees of contracted service providers, interns, volunteers, visitors and other third-parties conducting business with MSON), and MSON’s ability to take action against a third party is usually limited. However, MSON will take appropriate actions within its control, including but not limited to, removing that individual’s access to campus or limiting their involvement with MSON business.
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Action Against Third Parties. 8.1 Friends of the Earth shall have the sole right to take action against third parties in respect of the Trade Marks. 8.2 The Local Group shall in no circumstances settle any claim or action against third parties without the prior written consent of Friends of the Earth.
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Action Against Third Parties. The Licensee shall not, without the express written permission of the Council, have the right to bring court or legal proceedings against any Third Party in respect to any dispute relating to the Urban Model and/or the Background IPRs in the Urban Model. The Licensee shall co-operate fully with the Council in any such legal action.
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Action Against Third Parties 
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Related to Action Against Third Parties

  • Claims Against Third Parties The Licensee shall, as soon as it becomes aware, give DACS in writing full particulars of any infringements or violations of any of DACS’ / the Artist’s rights in the Work.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Indemnification Against Third-Party Claims Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and attorneys’ fees), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

  • Complaints Against Teachers Communication between the Community and the School ideally should be such that most complaints may be resolved through personal conferences at the School level. Various avenues of contact between teacher, pupil, parent, principal and other appropriate staff personnel should be pursued before using the formal procedures outlined below. The following process shall not be used when allegations involve legal or criminal violations or allegations of misconduct towards a student, such as abuse or discrimination. Such allegations shall be investigated in accordance with board policy and in conjunction with the authorities, consistent with principles of due process. 1. The Complainant shall be given a copy of this Part II, Section J and be told that there are contractual requirements for the District to follow. 2. If such conferences do not lead to understanding and resolution of problems involved, a parent may pursue further action by submitting a complaint against a teacher, which must be submitted in writing to the principal of the school. The principal shall give a copy to the teacher. Likewise, the teacher may request in writing to the principal that such a written complaint must be filed or the matter shall be considered closed. The principal shall give a copy to the parent. 3. After a written complaint is filed, if requested by the complainant or the teacher, a meeting involving the teacher, the principal, and the complainant will be arranged as soon as possible to discuss the complaint. 4. If it is not resolved at that level to the satisfaction of the Complainant, the Complainant may appeal to the Superintendent. 5. If it is still unresolved to the satisfaction of the Complainant, the Complainant may appeal to the Board of Education.

  • SAFEGUARD AGAINST FRAUD 11.1 The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any fraudulent activity (including Fraud) by the Supplier and the Supplier’s Staff (which for the purposes of this Clause 11 (Safeguard Against Fraud) shall include its shareholders holding in excess of the fifty (50) percent of the entire issued share capital of the Supplier and directors). 11.2 The Supplier shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. 11.3 If the Supplier or the Supplier’s Staff commits Fraud in relation to this Framework Agreement, a Call-Off Contract or any other contract with the Crown (including the Authority), the Authority may: 11.3.1 terminate this Framework Agreement with immediate effect by giving the Supplier notice in writing, and recover from the Supplier the amount of any loss suffered by the Authority resulting from such termination, including the cost reasonably incurred by the Authority of making other arrangements for the supply of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Term; or 11.3.2 recover in full from the Supplier and the Supplier shall on demand indemnify in full and hold the Authority harmless from and against any other loss sustained by the Authority in consequence of any breach of this Clause 11 (Safeguard Against Fraud).