Adverse Ruling Sample Clauses

Adverse Ruling. Any determination pursuant to this Section 11.6 that a Party is in material breach of its material obligations hereunder shall specify a (nonexclusive) set of actions to be taken to cure such material breach, if feasible.
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Adverse Ruling. In the event the Company terminates this Agreement due to an Adverse Ruling, the Company shall pay to the Employee the Employee’s Base Salary for the remainder of the Term in accordance with the Company’s payroll practices in effect from time to time, provided, however, the Employee is not in violation of the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement attached as Exhibit B. Upon payment to the Employee of the foregoing amount, the Company shall have no further obligation or liability to or for the benefit of the Employee under this Agreement, except as required by applicable law.
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Adverse Ruling. The Company may terminate this Agreement and the Employee’s employment with the Company at any time if compelled by a final, non-appealable ruling of a court of competent jurisdiction finding the Employee’s employment by the Company to be a violation of (i) the Employee’s confidentiality and non-competition agreement with TLO, LLC (“TLO”) (the “TLO Agreement”), which was purportedly subsequently assumed by TransUnion Risk and Alternative Data Solutions, Inc. (“TransUnion”) as part of TransUnion’s acquisition of substantially all of the assets of TLO, or (ii) the Employee’s noncompetition and nonsolicitation agreement with TransUnion (the “TransUnion Agreement”) (each an “Adverse Ruling”).
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Adverse Ruling. In the event the Company terminates this Agreement due to an Adverse Ruling, the Company shall pay to the Employee the greater of (x) the Employee’s Base Salary for the remainder of the Term in accordance with the Company’s payroll practices in effect from time to time and (y) two (2) years of the Employee’s Base Salary in accordance with the Company’s payroll practices in effect from time to time, provided, however, the Employee is not in violation of the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement attached as Exhibit B. Upon payment to the Employee of the foregoing amount, the Company shall have no further obligation or liability to or for the benefit of the Employee under this Agreement, except as required by applicable law.”
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Adverse Ruling. Subject to the exceptions set forth below in this Section 5.9, no further royalties shall be due under Section 5.1 in the event of any Adverse Ruling. Network-1 shall provide Cisco with written notice of any Adverse Ruling as soon as reasonably practicable. In the event that an Adverse Ruling is overturned (such that no Adverse Ruling remains), including by way of a ruling of the United States Court of Appeals for the Federal Circuit, or other higher court of competent jurisdiction (an “Overturned Adverse Ruling”), Cisco’s obligations to pay royalties will be reinstated and Cisco shall owe the royalties that would have been paid but for such Adverse Ruling ***. For any Overturned Adverse Ruling, if appeals or other proceedings remain such that the Adverse Ruling may be reinstated, then Cisco shall pay any royalty amounts due under this Agreement into escrow, and any escrowed royalties shall be released to Network-1 only upon final confirmation of the Overturned Adverse Ruling after exhaustion of all opportunities for appeal or review. If such Adverse Ruling later is reinstated by a subsequent competent appellate, judicial, or administrative body, then no further royalties shall be due under Section 5.1 and any royalties paid by Cisco into escrow shall be retained by Cisco unless and until such ruling reinstating the Adverse Ruling is overturned by a subsequent competent appellate, judicial, or administrative body, in which case Cisco shall pay any royalty amounts due with interest as set forth above. If the Parties disagree as to the effect an Adverse Ruling has on Cisco’s obligation to pay royalties under this Agreement, the Parties may submit the issue of whether the Adverse Ruling would be applicable to Cisco’s products to a mutually agreed upon mediator for mediation followed, if necessary, by a one day binding arbitration before an arbitration panel pursuant to the rules of JAMS. In the event that Cisco’s royalty obligations under Section 5.1 are terminated under this Section 5.9, all licenses, covenants, releases, and other rights granted by Company under this Agreement shall remain in full force and effect.
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Adverse Ruling. The Company may terminate this Agreement and the Employee’s employment with the Company at any time if compelled by a final, non-appealable ruling of a court of competent jurisdiction finding the Employee’s employment by the Company to be a violation of the Employee’s confidentiality and/or other legal or fiduciary obligations to TLO, LLC (“TLO”) and/or TransUnion Risk and Alternative Data Solutions, Inc., its parent(s), subsidiaries or affiliates (collectively “TransUnion”) (“Adverse Ruling”).
Sample 1
Adverse Ruling. Furthermore, if as a result of the application Section 12.2, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (other than for failure to achieve a diligence milestone under Section 4.5.2 the remedy for which is set forth in Section 4.5.4), such that the Non-Breaching Party has the right to terminate this Agreement in whole or with respect to a particular Licensed Product and/or its corresponding Target (an “Adverse Ruling”) and the Breaching Party fails to complete the actions specified in such Adverse Ruling, or to cure such material breach within [***] ([***] with respect to any payment breach) after such Adverse Ruling, or such other period (which may be shorter) as the arbitrators may provide in such Adverse Ruling, then the Non-Breaching Party may terminate this Agreement in whole or in part upon written notice to the Breaching Party, provided that if the Breaching Party is Ionis and such Adverse Ruling relates solely to a Licensed Product and/or its corresponding Target (but not to all Licensed Products or Targets), then BicycleTx will only have the right to terminate the License Agreement solely with respect to the Licensed Product (and the corresponding Target) to which such Adverse Ruling relates.
Sample 1
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Adverse Ruling. The Company may terminate this Agreement and the Employee’s employment with the Company at any time if compelled by a final, non-appealable ruling of a court of competent jurisdiction finding the Employee’s employment by the Company to be a violation of the Employee’s confidentiality and non-competition agreement with TLO, LLC (“TLO Agreement”) (“Adverse Ruling”), which was purportedly subsequently assumed by TransUnion Risk and Alternative Data Solutions, Inc. (“TransUnion”) as part of TransUnion’s acquisition of substantially all of the assets of TLO, LLC (“TLO”).
Sample 1
Adverse Ruling. Furthermore, if as a result of the application Section 15.7, the Breaching Party is determined to be in material breach of one (1) or more of its material obligations under this Agreement, such that the Non-Breaching Party has the right to terminate this Agreement in whole (or in part under Section 14.3.3 or 14.3.4) (an “Adverse Ruling”) and the Breaching Party fails to complete the actions specified in such Adverse Ruling, or to cure such material breach within [***] after such Adverse Ruling, or such other period (which may be shorter) as the Arbitrator may provide in such Adverse Ruling, then the Non-Breaching Party may terminate this Agreement in whole or in part upon written notice to the Breaching Party.
Sample 1

Related to Adverse Ruling

  • Adverse Action The Indenture Trustee need not take an action that it determines might have a material adverse effect on the rights of the Noteholders not consenting to the action.

  • Adverse Tax Consequences Notwithstanding anything to the contrary in this Agreement, the General Partner shall have the authority (but shall not be required) to take any steps it determines are necessary or appropriate in its sole and absolute discretion to prevent the Partnership from being taxable as a corporation for Federal income tax purposes. In addition, except with the Consent of the General Partner, no Transfer by a Limited Partner of its Partnership Interests (including any Redemption, any conversion of LTIP Units into Partnership Common Units, any other acquisition of Partnership Units by the General Partner or any acquisition of Partnership Units by the Partnership) may be made to or by any Person if such Transfer could (i) result in the Partnership being treated as an association taxable as a corporation; (ii) result in a termination of the Partnership under Code Section 708; (iii) be treated as effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704 and the Regulations promulgated thereunder, (iv) result in the Partnership being unable to qualify for one or more of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”) or (v) based on the advice of counsel to the Partnership or the General Partner, adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Code Section 857 or Code Section 4981.

  • Adverse Selection No selection procedures adverse to the Noteholders or the Insurer were utilized in selecting the Receivables from those receivables owned by the Seller which met the selection criteria contained in the Sale and Servicing Agreement.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

  • Adverse Actions Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.

  • Environmental Disclosure If the Engineer will prepare an environmental impact statement or an environmental assessment under this contract, the Engineer certifies by executing this contract that it has no financial or other interest in the outcome of the project on which the environmental impact statement or environmental assessment is prepared.

  • Material Litigation Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.01(f), and promptly after the occurrence thereof, notice of any material adverse change in the status or the financial effect on any Loan Party or any of its Subsidiaries of the Material Litigation from that described on Schedule 4.01(f) hereto.

  • Corrective Action Plan Within fifteen (15) Business Days following the establishment of the Joint Remediation Committee, the Purchasers, in consultation with the Sellers, shall prepare and submit to the Joint Remediation Committee an initial draft of the Corrective Action Plan. The parties shall work in good faith through the Joint Remediation Committee to finalize the Corrective Action Plan within fifteen (15) Business Days of the Purchasers’ submission of the initial draft of the Correct Action Plan. At the end of such period, if the Sellers reasonably determine that the Corrective Action Plan proposed by the Purchasers (as may be modified over the course of such period) would not reasonably be expected to satisfactorily address the Major Default, then the Sellers may escalate the issue to the Head of Commercial Capital (or equivalent leader of any successor business unit) of the Seller Group and the Chief Executive Officer of the Bank Assets Purchaser (the “Senior Executives”) and the Senior Executives shall work collaboratively (including with the Joint Remediation Committee) to develop a mutually agreeable Corrective Action Plan within fifteen (15) Business Days.

  • 280G Matters (a) Prior to the Closing, the Company will provide each “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14.

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