Legacy. With respect to any actual, potential or suspected infringement of Legacy Patents in the Legacy Field, Legacy (or any Affiliate thereof or Legacy Licensee) shall have the first and primary right, but not the obligation, to, in its sole discretion, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action. If, within five (5) months of the notice above, Legacy (or any Affiliate thereof or Legacy Licensee) (i) shall have been unsuccessful in persuading the alleged infringer to desist, (ii) shall not have brought and shall not be diligently prosecuting an infringement action, or (iii) has not executed a settlement agreement with respect to such infringement, or if Legacy notifies Primary that Legacy has decided not to undertake any of the foregoing against any such alleged infringer, Primary shall have the right to bring suit to enforce such Legacy Patents to the extent subject to this Section 8.3(b) at its own expense. If either Party brings any infringement action or proceeding hereunder, the other Party agrees to be joined as a plaintiff and, at the expense of the other Party, to give the Party undertaking such infringement suit or action reasonable assistance and authority to control, file and prosecute the suit as necessary. Any recovery, damages, or other amounts received by Legacy (or any Affiliate thereof or Legacy Licensee) with respect to the infringement of the Legacy Patents in the Legacy Field, or any settlement with respect to the foregoing, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action. Any remainder shall be retained, as between the Parties, by Legacy, provided that, notwithstanding the foregoing, (i) Primary, at its expense, shall have the right to be represented by counsel of its choice in any such proceeding and, subject to the aforementioned reimbursement of expenses, (ii) Primary shall, subject to Section 8.3(a), be entitled to all recoveries, damages, and other amounts received by either Party (or any Affiliate thereof or any Legacy Licensee) with respect to any infringement of the Legacy Patents (or settlement with respect thereto) in the Primary Field and, to the extent Legacy, any Affiliate thereof, or any Legacy Licensee initially receives any such amounts, Legacy shall promptly pay such amounts to Primary. Primary shall, in the event it pursues any actual, potential...
Legacy. (i) Legacy shall comply with each representation and statement made, or to be made, to any taxing authority in connection with any ruling obtained, or to be obtained, by Excel, EDV and Legacy acting together, from any such taxing authority with respect to any transaction contemplated by this Agreement, and (ii) until the second anniversary of the Distribution Date, Legacy shall not (A) make a material disposition, by means of a sale or exchange of assets or capital stock, a distribution to stockholders or otherwise, of any substantial portion of its assets, (B) repurchase or issue any Legacy capital stock (other than stock issued pursuant to employee plans), or (C) cease the active conduct of a material portion of its business independently, with its own employees and without material change, unless, in each of cases (A), (B) and (C), in the opinion of counsel to Legacy, which opinion shall be reasonably satisfactory to Excel and EDV, or pursuant to a favorable supplemental ruling letter reasonably satisfactory to Excel and EDV, such act or omission would not adversely affect the tax consequences of the Distribution to Excel or EDV or the stockholders of Excel or EDV, as set forth in any ruling issued by any taxing authority.
Legacy. As its Original Capital Contribution to the Company, Legacy shall concurrently with the execution of this Agreement, deliver to the Company two (2) counterpart originals of the Assignment of Lease Agreement, duly executed by Legacy. In addition to the foregoing, as part of its Original Capital Contribution to the Company, Legacy and/or EDV have previously paid or satisfied, on behalf of the Company, all of the Formation Costs of the Company. All Formation Costs paid or satisfied by Legacy and/or EDV on behalf of the Company shall be deemed to constitute a portion of Legacy's Original Capital Contribution to the Company. In consideration for the Original Capital Contribution of Legacy, Legacy's Capital Account in the Company shall initially be credited with: (i) the sum of Two Million Nine Hundred Ten Dollars ($2,000,910.00), which sum equals the Purchase Price and Closing Costs paid or incurred by Legacy and/or EDV on behalf of the Company; and (ii) the amount of all Formation Costs paid or satisfied by Legacy and/or EDV on behalf of the Company. The Priority Return with respect to Legacy's (and EDV's) Original Capital Contribution to the Company (the assignment of the Master Lease pursuant to the Assignment of Lease Agreement), shall be deemed to commence to accrue as of the Effective Date. The Priority Return with respect to the Formation Costs shall be deemed to accrue as of the date such Formation Costs were paid or satisfied by Legacy and/or EDV. In consideration for the contribution by Legacy to the Company as set forth above, and undertaking all other obligations herein set forth, Legacy shall receive the Membership Interest in the Company allocated to Legacy pursuant to this Agreement. It is the intention of the Members that the Original Capital Contributions of the Members to the Company shall have been deemed to be made in accordance with the provisions of Section 721 of the Code.
Legacy. As of the date hereof, Fairmont owns, free and clear of all Liens, 9,393,142 Units and 14,700,000 Voting Certificates in Legacy Hotel Real Estate Investment Trust, a trust formed under the laws of Alberta, Canada ("Legacy").
Legacy. 19.1 The ERDF Recipient shall ensure that the Legacy is held in a separate trust account (Legacy Account) on the same basis as the ERDF Capital Bank Account and Returns Account so that the Legacy is readily distinguishable from the initial ERDF Capital and Returns and the Secretary of State’s proprietary interest in all funds standing from time to time to the credit of the Legacy Account is noted and taking appropriate steps to ensure the Legacy .can be identified by the Category of Region and Priority Axis from which the Relevant Investments were made.
Legacy. Unigenitus Dei Filius marks the official end of toleration of Jansenism in the Church in France, though quasi-Jansenists would occasionally stir in the following decades. By the mid-18th century, Jansenism proper had totally lost its battle to be a viable theological position within Catholicism. However, certain ideas tinged with Jansenism remained in circulation for much longer; in particular, the Jansenist idea that Holy Communion should be received very infrequently, and that reception required much more than freedom from mortal sin, remained influential until finally condemned by Xxxx Xxxx X, who endorsed frequent communion, as long as the communicant was free of mortal sin, in the early 20th centur.y Pascal's criticism of the Jesuits also led Innocent XI to condemn, In 1677, a pro-Baianism faction from the theological faculty at Louvain submitted 116 propositions of moral laxity for censure to Xxxx Innocent XI, who selected 65 propositions from the submission and "limited himself to condemning the deviations of moral doctrine."(p. 466) On the other hand, through the Holy Office, those 65 propositions in 1679,(nn. 2101–2167 )[f] "without naming the probabilism prevalent in Jesuit circles." Those 65
Legacy. The practices and partnership working born from the Shawfair development and this SGA will become a standard approach, enshrining the efficient and effective approach towards major new development of significant scale to increase certainty and quality. - Using the above actions to inform the Key Agencies Group Place making sub-group. - Review the SGA to check and report progress against each action annually. - Review the SGA with the potential to expand the membership and signatories after 1 year and every year after that. - Assess, amend and promote the value of this SGA and consider the opportunity to replicate the Shawfair Approach and other positive learning to other developments. SUSTAINABLE GROWTH AGREEMENT MANAGEMENT
Legacy. Sell or donate a conservation easement; pass the land on to your heirs P cash for full or “bargain” sale of easement P continue to own and manage your land P preserve your family’s legacy in perpetuity P potential state and/or federal tax advantages for full or partial easement donation Example: Xxxx owns a farm and is almost ready to sell and move on. Xxxx would like for his farm to continue in production, but he believes a developer is the only one who can afford to buy his land. Xxxx has heard about the government buying farmland, but he isn’t interested in selling his land to the city or county.
Legacy. The rights and receivables of the Client arising under this Agreement are subject to the provisions of the applicable inheritance law.
Legacy. American TWU employees’ sick bank shall be credited with up to ten (10) days no later than December 31, 2020, based on any ten (10) months in 2020 where at least 80 hours were worked by the respective employee.