Declaratory Judgments Sample Clauses

A Declaratory Judgments clause establishes the right of parties to seek a court's determination regarding the interpretation or validity of a contract or specific legal rights, without requiring either party to have breached the agreement. In practice, this allows a party to proactively clarify uncertainties or resolve disputes about contractual obligations before any actual violation occurs. The core function of this clause is to provide a mechanism for resolving ambiguities and preventing future conflicts by obtaining a binding legal interpretation in advance.
Declaratory Judgments. If a declaratory judgment action alleging invalidity, unenforceability or non-infringement of any of the Corium Patents is brought against P&G, P&G may elect, in its sole discretion, to have sole control of the action, including, but not limited to, selection and control of counsel and the defense and settlement of the action, and if P&G so elects it shall bear all the costs of the action. If a declaratory judgment action alleging invalidity, unenforceability or non-infringement of any of the Corium Patents is brought against Corium, Corium shall have sole control of the action, including, but not limited to, selection and control of counsel and the defense and settlement of the action.
View SourceView Similar (3)
Declaratory Judgments. Each Party shall provide the other Party with immediate written notice of any declaratory judgment action or other claim or action brought by a Third Party in any jurisdiction that alleges the invalidity, unenforceability or non-infringement of any Licensed Patent. For any such declaratory judgment action or other claim or action brought by a Third Party manufacturing, using or Commercializing a Competing Product in any part of the Territory, Incline shall have the first right, but not the obligation, at its own expense, to control the defense of the Licensed Patents in any such declaratory judgment action. Incline shall notify ALZA within fifteen (15) business days of receiving written notice of such declaratory judgment action as to whether it intends to elect to control the defense of such declaratory judgment action (or if appropriate such lesser period as is necessary so as to give ALZA a reasonable period in which to respond to such declaratory judgment action). If, after the expiration of such period, Incline has not notified ALZA of its intent to control the defense of such declaratory judgment action, then ALZA shall have the right, but not the obligation, to control such defense of such declaratory judgment action, provided that Incline shall fully cooperate with ALZA in the event that ALZA determines to control the defense of such declaratory judgment action. Such cooperation shall include being a named party where reasonably requested by ALZA in any action so defended by ALZA. Neither Party shall make any admission, consent to the entry of any judgment or enter into any settlement with respect to any declaratory judgment action involving any Licensed Patent without the prior written consent of the other Party (which consent shall not unreasonably be withheld or delayed) if such admission, judgment or settlement includes a finding or agreement that any Licensed Patent is invalid or unenforceable, or would enjoin or grant other equitable relief against the other Party. Each Party shall cooperate (including by executing any documents required to enable the other Party to participate in such litigation) with the other Party in the defense of any declaratory judgment action brought by a Third Party relating to the Licensed Patents in accordance with this Section 6.2.5 and shall have the right to consult with the other Party and to participate in and be represented by counsel of its choosing in such litigation at its own expense.
View SourceView Similar (3)
Declaratory Judgments. 8.7.1 If (1) a declaratory judgment action alleging invalidity, unenforceability and/or non-infringement of any of the BIOLASE PATENTS is brought against P&G; (2) a declaratory judgment action alleging invalidity, unenforceability and/or non-infringement of any of the BIOLASE PATENTS is brought against BIOLASE for a BIOLASE PATENT under which P&G is paying BIOLASE a royalty; (3) a declaratory judgment action alleging invalidity, unenforceability and/or non-infringement of any P&G PATENTS is brought against BIOLASE; or (4) a declaratory judgment action alleging invalidity, unenforceability and/or non-infringement of any P&G PATENTS is brought against P&G, P&G may elect, in its sole discretion, to have sole control of the action, including, but not limited to, selection and control of counsel and the defense and settlement of the action, and if P&G so elects it will bear all the costs of the action and will defend against such declaratory judgment action. P&G will keep BIOLASE reasonably informed of the progress of the legal action. P&G may not agree to invalidity, unenforceability, or non-infringement of a BIOLASE PATENT or any claim thereof without BIOLASE’S prior written consent, which may not be unreasonably withheld. 8.7.2 Except as set forth in Section 8.7.1, if a declaratory judgment action alleging invalidity, unenforceability or non-infringement of any of the BIOLASE PATENTS is brought against BIOLASE, BIOLASE will have sole control of the action, including, but not limited to, selection and control of counsel and the defense and settlement of the action. 8.7.3 Except as set forth in Section 8.7.1, if a declaratory judgment action alleging invalidity, unenforceability or non-infringement of any of the BIOLASE PATENTS is brought against both PARTIES, BIOLASE will have sole control of the action, including, but not limited to, selection and control of counsel and the defense and settlement of the action.
View SourceView Similar (2)
Declaratory Judgments. As permitted by Virginia Code §56-568 as it exists on the Agreement Date hereof, the Parties expressly agree to waive and declare inapplicable any requirement under Virginia Code §56-569 that the State Corporation Commission issue a declaratory judgment regarding a material default (as defined in Virginia Code §56-569) as a prerequisite to either Party exercising any remedy available under this Agreement or Applicable Law.
View SourceView Similar (2)
Declaratory Judgments. (a) In the event that the Retrocedent under any Reinsured Contract shall be liable for declaratory judgment expense, the declaratory judgment expense covered under this Retrocession Agreement shall be treated in the same manner as such expense is covered in the Reinsured Contract and shall be shared by the parties hereto in accordance with their Pro Rata Portions for such Reinsured Contract as set forth in Schedule 1.3. (b) In the event of any declaratory judgment by or against either the Retrocessionaire or the Retrocedent relating to any Reinsured Contract, the parties agree to consult and concur as to the appropriate apportionment of the resulting declaratory judgment expenses consistent with the principles set forth in Schedule 1.3 for allocations of loss.
View Source
Declaratory Judgments. If a declaratory judgment action is brought naming LICENSEE and/or any of its Affiliates or Sublicensees as a defendant and alleging invalidity or unenforceability of any claims within the Patent Rights, LICENSEE shall promptly notify MSK/MIT in writing and MSK/MIT may elect, upon written notice to LICENSEE to take over the sole defense of the invalidity and/or unenforceability aspect of the action at its own expense.
View Source

Related to Declaratory Judgments

  • Monetary Judgments One or more non-interlocutory judgments, non-interlocutory orders, decrees or arbitration awards is entered against the Company or any Subsidiary involving in the aggregate a liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related series of transactions, incidents or conditions, of $20,000,000 or more, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of 10 days after the entry thereof; or

  • Non-Monetary Judgments Any non-monetary judgment, order or decree is entered against the Company or any Subsidiary which does or would reasonably be expected to have a Material Adverse Effect, and there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

  • Money Judgment A Judgment or order for the payment of money in excess of $1,000,000 or otherwise having a Materially Adverse Effect shall be rendered against any other Consolidated Company, and such judgment or order shall continue unsatisfied (in the case of a money judgment) and in effect for a period of sixty (60) days during which execution shall not be effectively stayed or deferred (whether by action of a court, by agreement or otherwise). In regard to the foregoing, amounts which are fully covered by insurance shall not be considered in regard to the foregoing $1,000,000 limit.

  • Litigation and Judgments Except as specifically disclosed in Schedule 6.5 as of the date hereof, there is no action, suit, investigation, or proceeding before or by any Governmental Authority or arbitrator pending, or to the knowledge of Borrower, threatened against or affecting Borrower, any of its Subsidiaries, or any other Obligated Party that could, if adversely determined, result in a Material Adverse Event. There are no outstanding judgments against Borrower, any of its Subsidiaries, or any other Obligated Party.

  • Final Judgments or Orders Any final judgments or orders for the payment of money in excess of $5,000,000 in the aggregate shall be entered against any Loan Party by a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of entry;