Adverse Ruling definition
Examples of Adverse Ruling in a sentence
In the event the Company terminates this Agreement due to an Adverse Ruling, the Company shall pay to the Employee the Employee’s Base Salary for the remainder of the Term in accordance with the Company’s payroll practices in effect from time to time, provided, however, the Employee is not in violation of the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement attached as Exhibit B.
If the court enforces the Adverse Ruling against the breaching party in a judgment that is final and not appealed or subject to further appeal (a “Final Court Ruling”), the breaching party shall have sixty (60) days to abide by the Final Court Ruling.
If the breaching party fails to abide by the Final Court Ruling enforcing the Adverse Ruling within such sixty (60) day period, then the non-breaching party shall keep all royalties and milestones held in escrow and shall make no further milestone and/or royalty payments to the breaching party.
ESS and Vialta each covenant and agree that unless and until either (i) a ruling is issued by the Internal Revenue Service that the Distribution is a taxable event or (ii) the ruling request filed with the Internal Revenue Service with respect to the tax treatment of the Distribution (the "Ruling Request") is abandoned (either event, an "Adverse Ruling"), it will use its best efforts to cause the Distribution to qualify under Section 355 of the Code.
Regardless of any change in circumstances, ESS and Vialta each covenant and agree that, unless there is an Adverse Ruling, it will not take or permit any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date other than as permitted in this Section 6.