Action by Third Party Clause Samples

Action by Third Party. In the event that any Third Party initiates a declaratory judgment action alleging the noninfringement, invalidity or unenforceability of the DFCI Patents, or if any Third Party brings an infringement action against Poseida or its Affiliates or Sublicensees because of the exercise of the rights granted Poseida under this Agreement with respect to the DFCI Patents, and Poseida, Genus and/or DFCI has not commenced any action to enforce DFCI Patents against such Third Party under the terms of Section 6.3 above, Poseida shall give prompt notice to Genus of any such action. Within […***…] days from the date of its notice to Genus of any action covered under this Section 6.4, Poseida shall notify Genus whether Poseida will defend against such action under its own control […***…]. Prior to its election of whether or not to defend the declaratory judgment action during this […***…]day period, Poseida may, considering in good faith the views of Genus and DFCI, take any necessary actions, including the filing of pleadings required by the Federal Rules of Civil Procedure or any local rules of court. Any such actions and filings during this […***…] day pendency prior to election shall not be deemed as an election by Poseida to defend the declaratory judgment action. If Poseida elects not to defend such action, Genus and/or DFCI shall have the right, but not the obligation to defend against such action under its own control […***…]. Any owner of the applicable DFCI Patents shall join the action as a party if required by law, […***…]. Neither Party shall enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 6.4 without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed, unless the settlement includes any express or implied admission of liability or wrongdoing on Genus’ and DFCI’s part, in which case the right to grant or deny consent is absolute and at its sole discretion. Notwithstanding the above, if Poseida and/or Genus has commenced any action to enforce DFCI
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Action by Third Party. In the event that any Third Party initiates a declaratory judgment action alleging the noninfringement, invalidity or unenforceability of the Aquestive Patents, or if any Third Party brings an infringement action against Pharmanovia or its Affiliates or subcontractors because of the exercise of the rights granted to Pharmanovia under this Agreement with respect to the Aquestive Patents, and Aquestive or Pharmanovia has not commenced any action to enforce Aquestive Patents against such Third Party under the terms of Section 13.2 above, each Party will give prompt notice to the other Party of any such action of which it becomes aware. Aquestive shall have the right, but not the obligation, to take any necessary actions (including the filing of pleadings required by the Applicable Law or any local
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Action by Third Party. In the event that any Third Party initiates a declaratory judgment action alleging the noninfringement, invalidity or unenforceability of the Aquestive Patents, or if any Third Party brings an infringement action against Haisco or its Affiliates or sublicensees because of the exercise of the rights granted to Haisco under this Agreement with respect to the Aquestive Patents, and Aquestive or Haisco has not commenced any action to enforce Aquestive Patents against such Third Party under the terms of Section 14.4 above, each Party will give prompt notice to the other Party of any such action. Aquestive shall have the right and the obligation, to take any necessary actions (including the filing of pleadings required by the Applicable Law or any local rules of court) and defend against such action under its own control and at its own expense. If Aquestive fails to defend such action, Haisco will have the right, but not the obligation to defend against such action under its own control and at Aquestive’s cost and expense. Neither Party will enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 14.5 without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed, unless the settlement includes any express or implied admission of liability or wrongdoing on either Party’s part, in which case the right to grant or deny consent is absolute and at its sole discretion. Notwithstanding the above, if Aquestive or Haisco has commenced any action to enforce Aquestive Patents against such Third Party under the terms of Section 14.4 above, then the terms of Section 14.4 will supersede the terms of this Section 14.5.
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Action by Third Party. If, during the term of a New License, a third party successfully petitions FERC or obtains a court order modifying the operation of the Project in a manner that is materially inconsistent with this Agreement, then any Party who objects to such order may give notice to the other Parties and commence ADR Procedures to determine whether such inconsistency can be mitigated by agreement of the Parties. In addition, the aggrieved Party or Parties may seek rehearing or appeal of such order. If, after pursuit of the ADR Procedures or other proceedings, the order complained of remains in effect, or as modified is still materially inconsistent with this Agreement, any Party may withdraw from this Agreement.
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Action by Third Party. If, during the term of the New License, a third party not a Party to this Agreement successfully petitions FERC or obtains a court order modifying the operation of the Project in a manner that is inconsistent with this Agreement, then any Party may give notice to the other Parties and commence dispute resolution procedures pursuant to Section 7.5 of this Agreement to determine whether this Agreement should be amended or otherwise reconciled with such inconsistency. In addition, the aggrieved Party or Parties may seek administrative rehearing or judicial review of such order. If, after completion of the dispute resolution procedures or other proceedings, the order complained of remains in effect, or as modified is still inconsistent with this Agreement, any Party may withdraw from this Agreement, seek specific performance or any other remedy, or exercise any authority available under applicable law.
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Action by Third Party. In the event that (i) any Third Party initiates a declaratory judgment action alleging the noninfringement, invalidity or unenforceability of any Aquestive Patents, or (ii) any Third Party files, or threatens to file, any paper in a court, patent office, or other Governmental Entity, seeking to invalidate, reexamine, oppose or compel the licensing of any Aquestive Patent, or (iii) any Third Party brings an infringement action against Licensee or its
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Related to Action by Third Party

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Termination by the University i) The university may terminate this agreement under the following circumstances:

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

  • Termination by the HSP (a) The HSP may terminate this Agreement at any time, for any reason, upon giving 6 months’ Notice (or such shorter period as may be agreed by the HSP and the Funder) to the Funder provided that the Notice is accompanied by: satisfactory evidence that the HSP has taken all necessary actions to authorize the termination of this Agreement; and a Transition Plan, acceptable to the Funder, that indicates how the needs of the HSP’s clients will be met following the termination and how the transition of the clients to new service providers will be effected within the six-month Notice period. (b) In the event that the HSP fails to provide an acceptable Transition Plan, the Funder may reduce Funding payable to the HSP prior to termination of this Agreement to compensate the Funder for transition costs.