Cooperation; Damages Sample Clauses

Cooperation; Damages. (i) If one Party brings any suit, action or proceeding under Section 9.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder.
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Cooperation; Damages. If one Party brings any enforcement action or proceeding under this Section 12 with respect to a Collaboration Product, the other Party agrees to be joined as party plaintiff if necessary to prosecute the action or proceeding and to give the first Party reasonable assistance and authority to file and prosecute the suit; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. The Party bringing the action will have the right to control such action, including the settlement thereof, provided, however, that no settlement will be made that adversely affects the validity, enforceability or scope of a Patent included in Licensed Technology unless agreed to in writing by both Parties. Any damages or other monetary awards recovered pursuant to any suit, proceeding or other legal action taken under this Section 12.2 will be allocated first to the costs and expenses of the Party bringing suit, and second to the costs and expenses (if any) of the other Party that were authorized by the Party bringing the suit, with any remaining amounts (if any) to be allocated to the Party bringing suit and if the amount is allocated to MedImmune, such amount will be Net Sales subject to royalty under this Agreement.
Sample 1
Cooperation; Damages. (i) If one Party brings any suit, action, or proceeding under Section 7.4.2 (Enforcement Actions) (the “Enforcing Party”), then the other Party agrees to be joined as party plaintiff or defendant (as appropriate to the relevant jurisdiction) if necessary to prosecute the suit, action, or proceeding and to give the Enforcing Party reasonable authority to file and prosecute the suit, action or proceeding; provided, however, that neither Party will be required to transfer any rights, title, or interests in or to any property to the other Party or any other party to confer standing on a Party and that the Enforcing Party shall indemnify the non-Enforcing Party against all Losses that arise out of the non-Enforcing Party being a party to the suit, action, or proceeding.
Sample 1
Cooperation; Damages. (i) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket expenses incurred by the non-enforcing or defending Party in providing such assistance.
Sample 1
Cooperation; Damages. In the event that either Party exercises the rights conferred in this Section 10.7, the other Party shall assist and cooperate fully with the Party pursuing such remedies at the expense of the Party pursuing such remedies. Any damages or other sums recovered in such action, suit or proceeding or in settlement thereof, shall be applied first to all out-of-pocket costs and expenses incurred by the Parties in connection therewith, including attorneys’ fees. If such recovery is insufficient to cover all such costs and expenses of both Parties, it shall be shared in proportion to the total of such costs and expenses incurred by each Party. If after such reimbursement any funds remain from such damages or other sums recovered and Newsoara brought or defended the action or proceeding under this Section ***Certain Confidential Information Omitted 34
Sample 1
Cooperation; Damages. In the event that either Party exercises the rights conferred in this Section 10.8, the other Party shall assist and cooperate fully with the Party pursuing such remedies at the expense of the Party pursuing such remedies. Any damages or other sums recovered in such action, suit or proceeding or in settlement thereof, shall be applied first to all out-of-pocket costs and expenses incurred by the Parties in connection therewith, including attorneys’ fees. If such recovery is insufficient to cover all such costs and expenses of both Parties, it shall be shared in proportion to the total of such costs and expenses incurred by each Party. If after such reimbursement any funds remain from such damages or other sums recovered and LBS brought or defended the action or proceeding under this Section 10.8, […***…]. If after such reimbursement any funds remain from such damages or other sums recovered and Newsoara brought or defended the action or proceeding under this Section 10.8, […***…]. ***Certain Confidential Information Omitted 35
Sample 1
Cooperation; Damages. (i) If one Party brings any suit, action or proceeding under Section 9.3.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding (including, in the case of any suit, action or proceeding by Licensee involving the VBL Patents, by registering the rights granted by VBL to Licensee hereunder as an exclusive license with applicable Governmental Authority); provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder.
Sample 1
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Cooperation; Damages. (i) If one Party brings any suit, action or proceeding under Section 9.4.2(b), the other Party agrees [***].
Sample 1
Cooperation; Damages. (i) If one Party brings any suit, action or proceeding under Section 8.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s cost (other than in connection with a suit, action or proceeding involving a Joint Patent where both Parties must initiate such suit, action or proceeding); provided, however, that neither Party will be required to transfer any [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder.
Sample 1

Related to Cooperation; Damages

  • Termination Damages If the Term of this Lease is terminated for default, unless and until Landlord elects lump sum liquidated damages described in the next paragraph, Tenant covenants, as an additional, cumulative obligation after any such termination, to pay punctually to Landlord all the sums and perform all of its obligations in the same manner as if the Term had not been terminated. In calculating such amounts Tenant will be credited with the net proceeds of any rent then actually received by Landlord from a reletting of the Premises after deducting all Rent that has not then been paid by Tenant, provided that Tenant shall never be entitled to receive any portion of the re-letting proceeds, even if the same exceed the Rent originally due hereunder.

  • Direct Damages Each of the Parties shall be liable to the other for any direct damages arising out of or relating to its performance or failure to perform under this Agreement.

  • Monetary Damages In the event that the Partnership breaches its obligations set forth in Article 2, Article 3, or Article 6 with respect to a Protected Partner the Protected Partner’s sole right shall be to receive from the Partnership, and the Partnership shall pay to such Protected Partner as damages, an amount equal to:

  • Mitigation of Damages The Executive will not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. Except as otherwise specifically provided in this Agreement, the amount of any payment provided for under this Agreement will not be reduced by any compensation earned by the Executive as the result of self-employment or employment by another employer or otherwise.

  • Actual Damages Contractor is liable to CMHA for all actual and direct damages caused by Contractor’s default. In the event Contractor fails to provide services or material as provided for in the Contract Documents, CMHA may substitute the services and/or material from a third party. CMHA may recover the costs associated with acquiring substitute services and/or materials, less any expense or costs saved by Contractor’s default, from Contractor.

  • Payment of Damages The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or loss, liability, claim, damage or expense is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an indemnifying party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Damages.

  • Liability for Damages 1. The Purchaser shall be liable for any damages sustained by the State arising from Purchaser’s breach of the terms of this Contract and the State may cause all or part of the performance bond to be forfeited to recover such damages.

  • Special Damages NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, AND EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL EITHER PARTY OR ANY PERSON IN ITS GROUP BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNITEE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS (OTHER THAN DAMAGES OR LOST PROFITS CONSTITUTING EXCLUDED LIABILITIES), TO A PERSON WHO IS NOT IN EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 11.17.

  • Indirect Damages To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Stripe Parties have been advised of their possibility.

  • Indemnity Consequential Damages and Insurance 18.1 Indemnity 18.1.1 Indemnified Party 18.1.2 Indemnifying Party 18.1.3 Indemnity Procedures 18.2 Consequential Damages 18.3 Insurance 18.3.1 18.3.2 18.3.3 18.3.4 18.3.5 18.3.6 18.3.7 18.3.8 18.3.9 18.3.10 18.3.11

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