Freedom From Suit Sample Clauses

Freedom From Suit. RESEARCH FIELD OF USE. Consistent with the license grant of Incyte Patent Rights to Corvas as provided in Section 3.1 herein, with respect to composition of matter or use claims directed to Designated Gene Product(s) owned or controlled by Corvas, its Affiliate(s) or sublicensee(s), Corvas (or its Affiliate(s) or sublicensee(s) as the case may be) agrees not to sxx or bring any action in any court or administrative agency or any other government authority alleging infringement of said patents as a result of activities of Incyte or its affiliates or (sub)licensee(s) in the Research Field of Use which would constitute an infringement of said patents, and further, Corvas (or its Affiliate(s) or sublicensee(s) as the case may be) agrees to extend such freedom from suit or action to further (sub)licensee(s) of Incyte, its affiliates, licensees or other collaborators of LifeSeq(R) Database Product(s). The foregoing freedom from suit provisions shall only apply with respect to such parties which have executed an agreement which contains a provision with substantially similar rights to Incyte, its affiliates , licensees and collaborators with respect to any similar patents rights of said affiliate, (sub)licensee or Corvas .
Sample 1
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Freedom From Suit. Consistent with the license grant of Incyte Patent Rights to GHI as provided in Section 3.1 herein, with respect to composition of matter or use claims directed to Designated Gene/Gene Derivative(s) owned and controlled by GHI, GHI Affiliate(s) or GHI’s sublicensee(s) under this Agreement (collectively the “GHI Patents”). GHI (or GHI Affiliate(s) or such sublicensee(s) (other than Incyte under Section 6.4 above), as the case may be, GHI agrees not to sxx or bring any action in any court or administrative agency or any other government authority alleging infringement of said patents as a result of activities of Incyte or its Affiliate(s) or (sub)licensee(s) in the Research Field of Use and (ii) research with respect to the Personalized Research Field of Use, Homebrew Field of Use and the Diagnostic Field of Use which would constitute an infringement of said GHI Patents (provided such Affiliate(s) and sublicensees are sublicensees under the LifeSeq® Database Product(s)), and further, GHI (or such GHI Affiliate(s) or such sublicensee(s) as the case may be) agrees to extend such freedom from suit or action to further (sub)licensee(s) of Incyte, its Affiliate(s), licensees or other collaborators of LifeSeq® Database Product(s). The foregoing freedom from suit provisions shall only apply with respect to such parties which have executed an agreement which contains a provision with substantially similar rights to Incyte, its Affiliate(s), licensees and collaborators with respect to any similar patents rights of said Affiliate, (sub)licensee or collaborator.
Sample 1
Freedom From Suit. 14.6.1 With respect to composition of matter claims directed to Gene Products which are materially based on or are derived by material use of that which would constitute Incyte Diagnostic IP, which are owned or controlled by DiaDexus, (or DiaDexus Affiliate(s) or sublicensee(s) as the case may be), DiaDexus (or DiaDexus Affiliate(s) or sublicensee(s) as the case may be) agrees to sue xx bring any action in any court or administrative agency or any other government authority alleging infringement of said claims as a result of activities or Incyte or Incyte Affiliates or sublicensee(s) with respect to rDx Service(s) or rDx Kit(s) or Ix Product(s) which would constitute an infringement of said patents, and further, DiaDexus (or DiaDexus Affiliate(s) or sublicensee(s) as the case may be) agrees to extend such freedom from suit or action to further sublicensee(s) of Incyte, Incyte Affiliates, or licensees with respect to such rDx Services or rDx Kits or Ix Product(s).
Sample 1
Freedom From Suit. Seller, on behalf of itself, its Affiliates and any successors and assigns of Seller or its Affiliates, hereby irrevocably and forever waives any right, remedy or cause of action against Buyer, its Affiliates or its licensees or any of their respective successors or assigns, for infringement or the like of any intellectual property right that Seller, its Affiliates or their respective successors and assigns may have, as of the Closing Date or thereafter at any time in the future, arising from or related to any use or practice by Buyer, its Affiliates or its licensees, or any of their respective successors or assigns, of the Assets anywhere in the world. In addition, Seller shall not and shall cause its Affiliates to not directly, or indirectly through assistance granted to a Third Party, commence any reexamination, interference or opposition proceeding, challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to any patent or patent application included in or covering any Product intellectual property right of the Product.
Sample 1
Freedom From Suit. To the extent Purchaser or its Affiliates or any of their respective successors or assigns manufactures, distributes, markets and sells Doral, or its generic equivalents, using the Purchased Assets in the same manner and to the same extent that Seller has done so prior to the Closing Date, Seller hereby waives, and hereby ensures that Seller’s Affiliates waive, any right, remedy or cause of action that they may have against Purchaser, such Affiliates, successors or assigns based on infringement or misappropriation of intellectual property or other proprietary rights of Seller or such Affiliates arising or resulting from such manufacture, distribution, marketing and sale by Purchaser, such Affiliates, successors or assigns, regardless of whether such rights are included in any of the Purchased Assets.
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Freedom From Suit 
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Related to Freedom From Suit

  • Deviation from Grievance Procedure The Employer agrees that, after a grievance has been discussed at Step 2 of the grievance procedure the Employer or his representatives shall not initiate any discussion or negotiations with respect to the grievance, either directly or indirectly with the aggrieved employee without the consent of the xxxxxxx or the Union.

  • Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement or under any Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

  • Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 7 and, without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

  • Separation from Employment Employees who leave the District with a vacation balance shall have their vacation balance cashed out. If vacation is loaded on July 1st, the vacation balance shall be pro-rated prior to cash out.

  • Separation from Service A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “separation from service” or like terms shall mean Separation from Service.

  • Purchaser's Election to Commence Foreclosure Proceedings (a) In connection with any Mortgage Loan identified in a report under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreement, the related Servicer to proceed with the Commencement of Foreclosure as soon as practicable. Such election must be evidenced by written notice received by the Company by 5:00 p.m., New York City time, on the third Business Day following the delivery of such report under Section 2.01(a)(i).

  • Distributions on Account of Separation from Service If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of the Executive’s employment shall be made unless and until the Executive incurs a “separation from service” within the meaning of Section 409A.

  • Determination of Entitlement to Indemnification To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

  • Form B - Contractor’s Annual Employment Report Throughout the term of the Contract by May 15th of each year the Contractor agrees to report the following information to the State Agency awarding the Contract, or if the Contractor has provided Contract Employees pursuant to an OGS centralized Contract, such report must be made to the State Agency purchasing from such Contract. For each covered consultant Contract in effect at any time between the preceding April 1st through March 31st fiscal year or for the period of time such Contract was in effect during such prior State fiscal year Contractor reports the:

  • LAW APPLICABLE AND COMPETENT COURT 6.1 The Agreement is governed by [insert the national law of the NA].

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