Disputes Concerning Picks Sample Clauses

Disputes Concerning Picks. If a Party, in good faith, attempts to make a Pick as provided above and the other Party believes that the PSI Patent or Stamps Patent, as the case may be, selected is not eligible to be picked (e.g., because it is not a Stamps Patent or PSI Patent within the meaning of this Agreement), then within fifteen (15) days of receipt of notice of the Pick, the other Party shall notify in writing the Party making the Pick and explain, in detail, the reasons for its belief that the patent is not eligible to be picked. The Party making the Pick shall then have thirty (30) days from receipt of such notice, or until the end of the Term, whichever is longer, to designate a revised Pick by designating an alternate Pick, which shall take the place of the Pick that had been designated by that Party and shall not count as an additional Pick. A Party may make its alternative Pick conditional upon resolution of a dispute (in accordance with the dispute resolution provisions of Section 12.3) regarding the propriety of the original pick; in such case the original Pick shall stand if it is determined to have been proper, and the alternate Pick shall stand otherwise. The right to make alternate Picks, as provided above in this Section 3.3, shall apply notwithstanding expiration of the Term of this Agreement or a Change of Control occurring after designation of the original Pick. If a Party does not deliver written notice objecting to a Pick within the time permitted in this Section, the Pick shall be deemed final. 3.4 Stamps Patents Subject to [***]. Notwithstanding the foregoing, if PSI picks a patent that may not be unilaterally licensed by Xxxxxx.xxx under the terms of [***] and Xxxxxx.xxx is unable, despite using reasonable efforts, to obtain the consent required for such license, then PSI shall not obtain a license under such patent but instead Xxxxxx.xxx shall permanently covenant not to xxx or induce any third party to xxx PSI (or any party that would be a permitted PSI sublicensee if the patent were licensed) under such patent, and to the extent permitted by law Xxxxxx.xxx shall provide no assistance to any third party in connection with any suit against PSI relating to such patent. 4. Releases and Dismissal of Pending Litigation. 4.1 Release by PSI. PSI hereby releases and discharges Xxxxxx.xxx, together with its officers, directors, employees, agents, shareholders, attorneys, insurers, successors, predecessors, assigns, subsidiaries, divisions, affiliates, trustees, pr...
Sample 1
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Disputes Concerning Picks. If a Party, in good faith, attempts to make a Pick as provided above and the other Party believes that the PSI Patent or Stamps Patent, as the case may be, selected is not eligible to be picked (e.g., because it is not a Stamps Patent or PSI Patent within the meaning of this Agreement), then within fifteen (15) days of receipt of notice of the Pick, the other Party shall notify in writing the Party making the Pick and explain, in detail, the reasons for its belief that the patent is not eligible to be picked. The Party making the Pick shall then have thirty (30) days from receipt of such notice, or until the end of the Term, whichever is longer, to designate a revised Pick by designating an alternate Pick, which shall take the place of the Pick that had been designated by that Party and shall not count as an additional Pick. A Party may make its alternative Pick conditional upon resolution of a dispute (in accordance with the dispute resolution provisions of Section 12.3) regarding the propriety of the original pick; in such case the original Pick shall stand if it is determined to have been proper, and the alternate Pick shall stand otherwise. The right to make alternate Picks, as provided above in this Section 3.3, shall apply notwithstanding expiration of the Term of this Agreement or a Change of Control occurring after designation of the original Pick. If a Party does not deliver written notice objecting to a Pick within the time permitted in this Section, the Pick shall be deemed final.
Sample 1

Related to Disputes Concerning Picks

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  • CONCERNING BNY 1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.

  • Dispute Concerning Termination If within fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this Section 7.3), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be extended until the earlier of (i) the date on which the Term ends or (ii) the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided, however, that the Date of Termination shall be extended by a notice of dispute given by the Executive only if such notice is given in good faith and the Executive pursues the resolution of such dispute with reasonable diligence.

  • Information Concerning Company The Reports contain all material information relating to the Company and its operations and financial condition as of their respective dates which information is required to be disclosed therein. Since the date of the financial statements included in the Reports, and except as modified in the Other Written Information or in the Schedules hereto, there has been no material adverse change in the Company's business, financial condition or affairs not disclosed in the Reports. The Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made.

  • Full Information Concerning Ownership Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise shall have been duly completed and signed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

  • Information Concerning the Company Buyer has conducted its own due diligence with respect to the Company and its liabilities and believes it has enough information upon which to base an investment decision in the Stock. Buyer acknowledges that Seller has made no representations with respect to the Company, its status, or the existence or non-existence of liabilities in the Company except as explicitly stated in this Agreement. Buyer is taking the Company “as is” and acknowledges and assumes all liabilities of the Company.

  • Provisions Concerning All Collateral 13 6.1. Protection of Collateral Agent's Security...................... 13 6.2. Warehouse Receipts Non-negotiable.............................. 13 6.3.

  • Information Concerning Financial Condition of the Credit Parties No Party has any responsibility for keeping any other Party informed of the financial condition of the Credit Parties or of other circumstances bearing upon the risk of nonpayment of the Original First Lien Obligations, the Original Second Lien Obligations or any Additional Obligations, as applicable. Each Party hereby agrees that no Party shall have any duty to advise any other Party of information known to it regarding such condition or any such circumstances. In the event any Party, in its sole discretion, undertakes at any time or from time to time to provide any information to any other Party to this Agreement, it shall be under no obligation (a) to provide any such information to such other Party or any other Party on any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to disclose any other information.

  • Relationship between Party A and Party B Each of Party A and Party B will be deemed to represent to the other on the date on which it enters into a Transaction or an amendment thereof that (absent a written agreement between Party A and Party B that expressly imposes affirmative obligations to the contrary for that Transaction):

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