Joint Actions Clause Samples

Joint Actions. Publisher and Microsoft may agree to jointly pursue cases of infringement involving the Software Titles or Online Content (since such products will contain intellectual property owned by each of them). Unless the parties otherwise agree, or unless the recovery is expressly allocated between them by the court (in which case the terms of Sections 14.1 and 14.2 will apply), in the event Publisher and Microsoft jointly prosecute an infringement lawsuit under this provision, any recovery will be used first to reimburse Publisher and Microsoft for their respective reasonable attorneys’ fees and expenses, pro rata, and any remaining recovery shall also be given to Publisher and Microsoft pro rata based upon the fees and expenses incurred in bringing such action.

Joint Actions. (i) As of the Distribution Date, Demand Media shall, and, as applicable, shall cause the other Demand Media Entities to (A) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 6.1(f) and any applicable future Joint Actions; (B) notify Rightside of material litigation developments related to the Joint Actions; and (C) agree not to file any cross claim or institute separate legal proceedings against Rightside in relation to the Joint Actions; provided, however, that if it becomes clear that a Joint Action relates primarily to the Rightside Business then from and after such time such Joint Action shall instead be deemed to be a Rightside Action subject to Section 6.1(a) above, and Rightside shall promptly reimburse Demand Media for any costs or expenses incurred by Demand Media in connection with such Joint Action pursuant to Section 6.1(f)(iii); provided, further, that if it becomes clear that a Joint Action relates primarily to the Demand Media Business then from and after such time such Joint Action shall instead be deemed to be an Demand Media Action subject to Section 6.1(b) above, and Demand Media shall promptly reimburse Rightside for any costs or expenses incurred by Rightside in connection with such Joint Action pursuant to Section 6.1(f)(iii). Demand Media and Rightside shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof. (ii) In a Joint Action, Rightside shall have the right to employ separate counsel to represent it and the other Rightside Entities if Rightside shall have reasonably concluded that (A) there may be a legal defense available to the Rightside Entities that are different from or in addition to those available to Demand Media, (B) representation of both Demand Media (or any Demand Media Entity) and Rightside (or any Rightside Entity) by the same counsel would be inappropriate due to actual or potential differing interests between them, or (C) the Joint Action involves a claim for equitable relief which would restrict or limit the future conduct of Rightside (or any Rightside Entity) or Rightside’s (or any Rightside Entity’s) business or operations, in which case fees and expenses of such counsel incurred by Rightside shall be included in the amounts allocated by Section 6.1(f)(iv). Otherwise, Rightside shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement of any...

Joint Actions. The use of the Mitigation Well System to offset Taos Valley Tributary surface water depletion effects resulting from groundwater diversions specified in Article 7.3.3.1.5 and 7.3.3.1.10.

Joint Actions. The parties may jointly pursue cases of infringement involving Software Titles (as such products will contain IPR owned by each of them). Unless otherwise agreed, or unless recovery is expressly allocated between them by the court, if the parties jointly prosecute an infringement lawsuit under this Section 15.3, any recovery will be used first to reimburse the parties’ respective reasonable attorneys’ fees and expenses, pro rata, and any remaining recovery will also be given to the parties pro rata based on the fees and expenses incurred in bringing such action.

Joint Actions. EA and Microsoft may agree to jointly pursue cases of infringement involving the Software Titles (since such products will contain intellectual property owned by each of them). Unless the parties otherwise agree, or unless the recovery is expressly allocated between them by the court (in which case the terms of Sections 19.1 and 19.2 will apply), in the event EA and Microsoft jointly prosecute an infringement lawsuit under this

Joint Actions. In the event any claim, suit, action or proceeding is asserted against both LifeCell and Distributor, or one party to this Agreement joins the opposite party in any such claim, suit, action or other proceeding, a party will be obligated to indemnify the opposite party with respect to that matter only if, and in proportion to the extent that, such party is first found to have been at fault with respect to that matter by a final, non-appealable judgment of a court of law.

Joint Actions. EA and Microsoft may agree to jointly pursue cases of infringement involving the Software Titles (since such products will contain intellectual property owned by each of them). Unless the parties otherwise agree, or unless the recovery is expressly allocated between them by the court (in which case the terms of Sections 20.1 and 20.2 will apply), in the event EA and Microsoft jointly prosecute an infringement lawsuit under this provision, any recovery will be used first to reimburse EA and Microsoft for their respective reasonable attorneys’ fees and expenses, pro rata, and any remaining recovery shall also be given to EA and Microsoft pro rata based upon the fees and expenses incurred in bringing such action.

Joint Actions. Without limiting the generality of the undertakings pursuant to this Section 5.5, Parent and the Company shall use commercially reasonably efforts to promptly: (i) provide or cause to be provided to each Governmental Entity set forth on Section 4.1(d)(i) of the Company Disclosure Letter, and to each other third party whose approval is included within the Regulatory Filings and Approvals, of all information and documents required or reasonably requested by such Governmental Entity or such third party, including in connection with the Regulatory Filings and Approvals, as promptly as possible; (ii) take or cause to be taken any actions necessary to make or obtain each of the Regulatory Filings and Approvals, including (1) pursuing all Regulatory Filings and Approvals and (2) with respect to Parent, replacing any proposed director or officer of Parent, the Surviving Corporation or any of its Subsidiaries; provided, that nothing in this Section 5.5(e)(ii) shall require Parent to remove the individuals set forth in Schedule 5.5(e)(ii) from the board of directors of either Parent or the Surviving Corporation and such requirement shall constitute a Burdensome Condition for purpose of Section 6.1(b); and (iii) in the event of any Actions that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would materially delay, restrain, prevent, enjoin or otherwise prohibit (A) the satisfaction of the condition set forth in Section 6.1(b) or Section 6.1(c) or (B) the consummation of the Merger or the other transactions contemplated by this Agreement, to take or cause to be taken any actions to have vacated, lifted, reversed or overturned, such Actions so as to permit the consummation of the Merger and the other transactions contemplated by this Agreement on a schedule as close as possible to that contemplated by this Agreement

Joint Actions. Both parties shall maintain safeguards, which shall restrict the release or disclosure of information exchanged under this MOU as required under federal and/or state law or regulations and as described in section I related to data analysis. MSU agrees that any and all data received in accordance with provisions in Section I remain the property of _ and will be available only to MSU executive staff and designees. Social Security Numbers, state identification numbers, federal identification numbers and any other identification numbers, name, address, and telephone numbers will only be made available to staff that are full-time employees at MSU directly involved in the project(s) associated with this agreement and will be confined to the “clean room” established within the MSU facility. MSU further agrees that in the event that the scope of work related to statewide workforce performance changes or the operations of MSU become compromised due to leadership changes, funding changes, or other factors deemed detrimental by the submitting institution, that any and all data received in accordance with provisions in Section I will be returned to with no copies residing with the MSU, absent the existence of a new agreement covering the disposition and handling of such data. MSU agrees that only aggregate descriptive statistics will be made publicly available under the conditions described in section I. MSU also agrees to share any preliminary statistics with