Expenses and Cooperation Sample Clauses

Expenses and Cooperation. Each Party shall bear all of its own expenses in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby. Each Party shall, on the reasonable request and at the sole cost and expense of the other Party, take, execute, acknowledge and deliver all such further acts, documents and instruments necessary to give full effect to this Agreement or acknowledge the agreements concluded or contained in this Agreement.
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Expenses and Cooperation. Each Party shall cooperate with and provide to the Party enforcing any such rights under this Section 8.05 reasonable assistance in such enforcement, at such enforcing Party's request and expense. Lilly further agrees to join, at Licensee's expense, any such action brought by Licensee under this Section 8.05 as a party plaintiff if required by applicable law to pursue such action. The enforcing Party under this Section 8.05 shall keep the other Party regularly informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party's comments on any such efforts. In the event that Lilly is a party to such a legal action, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the mutual consent of Licensee and Lilly, and such consent shall not be unreasonably withheld. In no event shall Licensee or Xxxxx xxxxxx any such action or proceeding in a manner which restricts the scope, or adversely affects the enforceability, of Lilly Patent Rights or Licensee Patent Rights claiming or covering Licensed Compounds or Licensed Products without the prior written consent of Licensee and Lilly, such consent shall not be unreasonably withheld.
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Expenses and Cooperation. Merck shall bear all the expenses of any legal action brought by it and in which Licensee is not a party to the action. Licensee shall have the right, prior to commencement of the legal action brought by Merck, to join any such legal action in which the rights of Licensee under this agreement may be materially affected. In the event that Licensee joins in such legal action, or initiates, prosecutes or controls the defense of any such action pursuant to Section 8.06(a), Licensee shall pay the costs of such legal action. Each Party shall keep the other informed of developments in any action or proceeding, including, to the extent permissible by law, the consultation and approval of any settlement negotiations and the terms of any offer related thereto. In the event that Licensee is a party to such a legal action, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the mutual consent of Licensee and Merck, and such consent shall not be unreasonably withheld. In no event shall Merck settle any such action or proceeding in a manner which restricts the scope, or adversely affects the enforceability, of Merck Patent Rights or Merck Improvement Patents claiming or covering Licensed Compounds or Licensed Products without the prior written consent of Licensee, such consent shall not be unreasonably withheld.
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Expenses and Cooperation. Merck shall bear all the expenses of any legal action brought by it and in which Licensee is not a party to the action. Licensee shall have the right, prior to commencement of the legal action brought by Merck, to join any such legal action in which the rights of Licensee under this agreement may be materially
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Expenses and Cooperation. Merck or Cerecor, as applicable, shall bear all the expenses of any legal action brought by such party and in which Licensee is not a party to the action. Licensee shall have the right, prior to commencement of the legal action brought by Merck or Cerecor, to join any such legal action in which the rights of Licensee under this Agreement may be materially affected. In the event that Licensee joins in such legal action, or initiates, prosecutes or controls the defense of any such action pursuant to Section 8.06(a), Licensee shall pay the costs of such legal action. Licensee and Cerecor shall keep each other informed, Licensee shall keep Merck informed, and Cerecor shall use reasonable efforts to cause Merck to keep Licensee informed of developments in any action or proceeding, including, to the extent permissible by law, the consultation and approval of any settlement negotiations and the terms of any offer related thereto. In the event that Licensee is a party to such a legal action, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the mutual consent of Licensee, Cerecor and, if in connection with any Merck Patent Rights, Merck, and such consent shall not be unreasonably withheld. In no event shall Cerecor settle, or permit Merck to settle, any such action or proceeding in a manner which restricts the scope, or adversely affects the enforceability, of Cerecor Patent Rights or Improvement Patents claiming or covering Licensed Compounds or Licensed Products without the prior written consent of Licensee, provided such consent shall not be unreasonably withheld.
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Expenses and Cooperation. The Party bringing an Enforcement Action pursuant to Section 9.4.2 or 9.4.3 (the “Controlling Party”) will have the sole and exclusive right to select counsel for such Enforcement Action and will pay all expenses of the suit, including attorneys’ fees and court costs. If required under applicable Law in order for the Controlling Party to initiate and/or maintain such Enforcement Action, or if the Controlling Party is unable to initiate, prosecute or defend such Enforcement Action solely in its own name, the other Party (the “Cooperating Party”) will join as a necessary party to the Enforcement Action at the Controlling Party’s request and expense. In addition, at the Controlling Party’s request and expense, the Cooperating Party will provide reasonable assistance to the Controlling Party in connection with an Enforcement Action. The Cooperating Party will have the right to participate and be represented in any such Enforcement Action by its own counsel at its own expense. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Expenses and Cooperation. The Party bringing an Enforcement Action pursuant to Section 7.4.2 or 7.4.3 (the “Controlling Party”) will have the sole and exclusive right to select counsel for such Enforcement Action [***]. If required under applicable Law in order for the Controlling Party to initiate and/or maintain such Enforcement Action, or if the Controlling Party is unable to initiate, prosecute or defend such Enforcement Action solely in its own name, the other Party (the “Cooperating Party”) will join as a necessary party to the Enforcement Action at the Controlling Party’s request and expense. In addition, at the Controlling Party’s request and expense, the Cooperating Party will provide reasonable assistance to the Controlling Party in connection with an Enforcement Action. The Cooperating Party will have the right to participate and be represented in any such Enforcement Action by its own counsel at its own expense.
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Related to Expenses and Cooperation

  • Expenses and Costs Each Borrower, jointly and severally, agrees to pay and to save the Agent and the Lenders harmless for the payment of all fees, out-of-pocket disbursements, and other costs and expenses incurred by or on behalf of the Agent or any Lender arising in any way in connection with this Amendment, or any other document relating to indebtedness described in the recitals to this Amendment, including the fees and expenses of Dickinson Wright PLLC, counsel to the Agent, and AlixPartners, LLC, cxxxxxxxxx xx xxx Agent, and specifically including, without limitation, (a) the cost of any financial audit or inquiry conducted by the Agent, any Lender or their consultants, (b) the fees and expenses of counsel for the Agent or any Lender for the work performed as a result of the Borrowers' defaults or financial problems, and for the preparation, examination and approval of this Amendment or any documents in connection with this Amendment, (c) for the payment of all fees and out-of-pocket disbursements incurred by the Agent or any Lender, including attorneys' fees, in any way arising from or in connection with any action taken by the Agent or any Lender to monitor, advise, enforce or collect the obligations described in the recitals hereto or to enforce any obligations of the Borrowers or any Guarantor under this Amendment or the other documents referred to herein, including any actions to lift the automatic stay or to otherwise in any way participate in any bankruptcy, reorganization or insolvency proceeding of any Borrower or Guarantor or in any trial or appellate proceedings, and (d) any expenses or fees (including attorneys' fees) incurred in relation to or in defense of any litigation instituted by any Borrower, any Guarantor or any third party against the Agent or any Lender arising from or relating to the obligations described in the recitals hereto or this Amendment, including any so-called "lender liability" action. All of these expenses and fees (including attorneys' fees) shall be part of the Obligations owing under the Credit Agreement, and shall be secured by all of the collateral described in the Collateral Documents. In the event the Borrowers fail to pay any such fees, expenses and costs within five (5) days of being invoiced therefor, the Agent or the Lenders, as the case may be, shall be permitted to charge the accounts of any Borrower for such fees, expenses and costs, without prejudice to any other rights or remedies of the Agent or the Lenders. The rights and remedies of the Agent and the Lenders contained in this paragraph shall be in addition to, and not in lieu of, the rights and remedies contained in the Credit Agreement, the Collateral Documents and as otherwise provided by law.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • Reasonable Cooperation By accepting the Restricted Stock, the Employee acknowledges and agrees that, during the course of the Employee’s employment with the Company, the Employee will be involved in, and may have information or knowledge of, business matters that may become the subject of legal action, including threatened litigation, investigations, administrative proceedings, hearings or disputes. As such, upon reasonable notice, both during the Employee’s employment with the Company and thereafter, the Employee agrees to cooperate fully with any investigation into, defense or prosecution of, or other involvement in, claims to which the Employee has personal and relevant knowledge that are or may be made by or against the Company. This agreement to cooperate includes talking to or meeting with such persons at times and in such places as the Company and the Employee reasonably agree to, as well as giving truthful evidence and truthful testimony. The Company shall reimburse the Employee for reasonable out-of-pocket expenses actually incurred in connection with such assistance. The Employee also promises to notify the Company within five (5) days if the Employee is subpoenaed or contacted by a third party seeking information about Company activities.

  • Expenses and Reimbursement The Legal Services expenses (the "Legal Services Expenses") for which Van Kampen may be reimbursed are salary and salary related xxxxxxxx, including but not limited to bonuses, group insurance and other regular wages paid to the personnel of the Legal Services Group. Each member of the Legal Services Group will complete as of the last business day of each month, a time allocation sheet indicating the monthly time spent (reflected as a percentage) on matters relating to the Funds, on matters relating to other funds for which Van Kampen or its subsidiaries act as investment adviser and xxxxxxxutor ("Van Kampen Non-Participating Funds") and for other matters. Xxx xxxxegate of time spent on matters for the Funds and Van Kampen Non-Participating Funds is referred to herein ax xxx "Xxxx Percentage". Each member's Fund Percentage shall be multiplied by each member's individual Legal Service Expense; the resulting product for each member shall then be aggregated to arrive at the Legal Services Expenses that can be allocated as set forth in Paragraph 4 ("Allocable Legal Services Expenses"). The Legal Services Expenses will be paid by Van Kampen (or the affiliate of Van Kampen employing such Legal Xxxxices Group persons) anx xxxx xxxtion of such Legal Services Expenses allocated to the Funds as set forth in Paragraph 4 shall be reimbursed by the Funds. Van Kampen will tender to each Fund a monthly invoice withxx xxxx xxsiness days of the last business day of each month which shall certify the total Legal Service Expenses expended and allocated to such Fund. Except as provided herein, Van Kampen will receive no other compensation in connectiox xxxx Xxxal Services rendered in accordance with this Agreement, and Van Kampen and its affiliates will be responsible for all xxxxx xxxxnses relating to the providing of Legal Services.

  • Costs, Expenses and Indemnification (a) Each Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of the Basic Documents including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, but not, under this clause (A) or clause (B) below, of any other counsel) whether or not any of the transactions contemplated by this Agreement are consummated, (B) the reasonable and documented fees and expenses of counsel for the Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Basic Documents, and (C) with respect to negotiations with any Obligor or with other creditors of any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders in connection with the enforcement of the Basic Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank and each Lender with respect thereto).

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. METALS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

  • Full Cooperation (1) The Contractor shall, at a minimum—

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