Initiating Actions. If GEM fails to initiate an Enforcement Action within sixty (60) days of AATI’s request, AATI may initiate an Enforcement Action against such infringement or misappropriation and GEM shall cooperate in such Enforcement Action. The Party initiating or defending any such Enforcement Action shall keep the other Party reasonably informed of the progress of any such Enforcement Action, and such other Party shall have the right to participate with counsel of its own choice. The Parties shall share equally in all costs and expenses incurred in any such Enforcement Action, except as set forth in Section 2.7 (c) below. In settling any Enforcement Action, neither Party shall enter into any agreement, license or settlement that materially affects the other Party’s rights or interests without such Party’s written consent, which consent shall not be unreasonably withheld.

Initiating Actions. Each Party, as a Licensor and owner of a Patent licensed to the other Party as Licensee, shall have the initial right (but not the obligation), at its own expense, to bring an action for infringement against a Third-Party infringer of any such Patent or to defend any declaratory judgment action seeking to invalidate such Patent or a declaration of non-infringement (either such action, a “Patent Action”). The SpinCo Licensees’ enforcement rights with respect to the exclusive rights under the Parent Patch Pump Patents licensed to it under Section 2.2(a) and the Parent Dual-Use Patents licensed to it under Section 2.3(a) shall be governed by Section 3.7(c). Each Party’s enforcement rights as a nonexclusive licensee of the Patents licensed to it under Section 2.1(a), Section 2.2(a) and Section 2.3(a), respectively, shall be governed by Section 3.7(c).

Initiating Actions. In the event that the Owner fails to initiate an Enforcement Action to enforce the Neurocrine Patents or the Ciba Patents, as applicable, against a commercially significant infringement by a third party in a country, which infringement consists of the manufacture, sale or use of a product within the Field in such country, within one hundred eighty (180) days of a request by the other party to this Agreement ("Other Party") to initiate such Enforcement Action, such Other Party may initiate an Enforcement Action against such infringement at its own expense with the Owner's prior written approval, which approval shall not be unreasonably withheld. The Owner shall cooperate in such Enforcement Action at the Other Party's expense, provided that the Other Party indemnifies the Owner against any liability to other parties to the litigation arising therefrom. The party initiating or defending any such Enforcement Action shall keep the Other Party hereto reasonably informed of the progress of any such Enforcement Action, and such Other Party shall have the right to participate with counsel of its own choice at its own expense.

Initiating Actions. In the event that DUSA fails to initiate an Enforcement Action to enforce the DUSA Patents, against a commercially significant infringement by a third party in a country in the Territory, which infringement consists of the manufacture, sale or use of a product in the Field in such country, within [c.i.] of a request by Schering to initiate such Enforcement Action, Schering may initiate an Enforcement Action against such infringement with DUSA's prior written approval, which approval shall not be unreasonably withheld. DUSA shall cooperate in such Enforcement Action at Schering's expense, provided that Schering indemnifies DUSA against any liability arising therefrom. The Party initiating or defending any such Enforcement Action shall keep the other Party hereto reasonably informed of the progress of any such Enforcement Action, and such other Party shall have the right to participate with counsel of its own choice.

Related to Initiating Actions

Pending Actions There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.
Closing Actions At the Closing:
Post-Closing Actions Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:
Pre-Closing Actions 6.1. Between the Execution Date and the Closing Date, except as expressly permitted or required by this Agreement or with the prior written consent of the Purchaser, the Companies and the Seller shall:
Regulatory Actions The following provisions shall be applicable to the parties to the extent that they are required to be included in employment agreements between a savings bank and its employees pursuant to Section 563.39(b) of the Office of Thrift Supervision (“OTS”) Rules and Regulations, 12 C.F.R. §563.39(b), or any successor thereto, and shall be controlling in the event of a conflict with any other provision of this Agreement, including without limitation Section 5 hereof.
Regulatory Action (a) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement shall terminate, as of the effective date of such order.
Approval of Actions FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.
Litigation Affecting Closing On the Closing Date, no proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might eventuate in any such suit, action or proceeding shall be pending or threatened.
No Pending Action No action, suit, proceeding or investigation before any court, administrative agency or other governmental authority shall be pending or threatened wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded.
No Pending Actions There are no actions, suits or proceedings pending or to the knowledge of the Company, threatened against the Company at law or in equity or before or by any Federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which will have a material adverse effect on the business or property of the Company.

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