Settlement; Allocation of Proceeds Sample Clauses

Settlement; Allocation of Proceeds. Neither Party shall settle a claim brought under this Section 7.4 without the consent of the other Party. In the event of any recovery of monetary damages from the Third Party, whether such damages result from the infringement of a INNOVATIVE Patent(s), such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in the litigation under this Section 7.4 (including, for this purpose, a reasonable allocation of internal counsel and other expenses). If the amount recovered from the Third Party is less than the aggregate expenses of the Parties incurred in connection with such litigation, the recovery shall be shared pro rata between THERAPEUTICS and INNOVATIVE in proportion to their respective expenses.
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Settlement; Allocation of Proceeds. Neither party shall settle a claim brought under this Section 10.3 without the consent of the other party. In the event of any recovery of monetary damages from the Third Party, whether such damages result from the infringement of Gilead Patents or Roche Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this Section 10.3 (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 10.3 (e). If the amount recovered from the Third Party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between Gilead and Roche in proportion to their respective expenses.
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Settlement; Allocation of Proceeds. Cubist shall not settle a claim brought under this Section 8.4 involving Cubist Patents, Chiron Patents or Joint Patents in a manner that would limit or restrict the ability of Chiron to sell, or Chiron’s sales of, Licensed Products in the Territory, without the prior written consent of Chiron (which consent shall not be unreasonably withheld or delayed). Chiron shall not settle a claim brought under this Section 8.4 involving Cubist Patents, Chiron Patents or Joint Patents in a manner that would limit or restrict the ability of Cubist to sell, or Cubist’s sales of, Licensed Products outside the Territory, without the prior written consent of Cubist (which consent shall not be unreasonably withheld or delayed). In the event of any recovery of monetary damages from the Third Party in an action brought under Section 8.4(b), Section 8.4(c) or Section 8.4(d), whether such damages result from the infringement of Cubist Patents, Chiron Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any reasonable expenses incurred by the Parties in the litigation under this Section 8.4 (including, for this purpose, a reasonable allocation of internal counsel), and any remaining amounts (“Remainder”) shall be allocated as follows:
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Settlement; Allocation of Proceeds. Cubist shall not settle a claim brought under this Section 9.5 involving Gilead Project Patents or Joint Patents, or a claim brought under this Section 9.5 involving Cubist Patents that would [*], in either case without the prior written consent of Gilead (which consent shall not be unreasonably withheld or delayed). Gilead shall not settle a claim brought under this Section 9.5 involving Cubist Patents or Joint Patents, or a claim brought under this Section 9.5 involving Gilead Project Patents that would [*], in either case without the prior written consent of Cubist (which consent shall not be unreasonably withheld or delayed). In the event of any recovery of monetary damages from the Third Party in an action brought under this Section 9.5, [*], such recovery shall be allocated [*], and any remaining amounts shall be split as follows: (i) the portion of any such remaining amounts that represents recovery for Infringement that involves or would involve a product that [*] to Gilead and [*] to Cubist unless such remaining amounts are recovered in an action brought by Cubist pursuant to Section 9.5(b) hereof in which case the portion of any such remaining amounts that represents recovery for Infringement that involves or would involve a product that [*], (ii) the portion of any such remaining amounts that represents recovery for Infringement that involves or would involve a product that [*] for Cubist and (iii) the portion of any such remaining amounts that represents recovery for Infringement in an action brought pursuant to Section 9.5(d) shall be split [*] to Gilead and [*] to Cubist unless Gilead and Cubist shall have agreed to a different allocation.
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Settlement; Allocation of Proceeds. Neither Party will settle a claim brought under this Section 6.4 that would substantially limit the ability of X-X to sell the Product in the Territory, without the prior written consent of X-X (which consent will not be unreasonably withheld or delayed). X-X will not, without the prior written consent of Pozen, settle any claim brought under this Section 6.4 involving Pozen Patents or Joint Patents that would:
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Settlement; Allocation of Proceeds. Neither Party will settle a claim brought under this Section 8.4 involving a POZEN Patent or Joint Patent that would limit or restrict the ability of GSK to sell a Product in the Territory, without the prior written consent of GSK (which consent will not be unreasonably withheld or delayed). GSK will not, without the prior written consent of POZEN, settle any claim brought under this Section 8.4 involving POZEN Patents or Joint Patents that would (i) limit or restrict POZEN’s ability to sell POZEN’s products outside the Territory, (ii) permit a Third Party to sell POZEN’s other products or products that infringe POZEN Patents, or (iii) result in an admission of invalidity or unenforceability of any POZEN Patent. If either Party recovers monetary damages from a Third Party in an action brought under this Section 8.4, whether such damages result from the infringement of a POZEN Patent or Joint Patent, such recovery will be allocated first to the reimbursement of any expenses incurred by the Parties in the litigation under this Section 8.4, and any remaining amounts will be divided between the Parties as follows: (a) the portion of any such remaining amounts that represents [* *]; (b) the portion of any such remaining amounts that represents [* *]; and (c) the portion of any such remaining amounts that represents [* *] unless GSK and POZEN have agreed in writing to a different allocation.
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Settlement; Allocation of Proceeds. Neither Party will settle a claim brought under this Article 10.8 involving a GTC Patent Right, XXX Patent Right or jointly owned Patent Right that would limit or restrict the ability of XXX to sell a Product in the Territory, without the prior written consent of XXX (which consent will not be unreasonably withheld or delayed). XXX will not, without the prior written consent of GTC, settle any claim brought under this Article 10.8 involving GTC Patent Rights, XXX Patent Rights or jointly owned Patent Rights that would (i) limit or restrict GTC’s ability to sell GTC’s products outside the Territory, (ii) permit a Third Party to sell GTC’s other products or products that infringe GTC Patent Rights, or (iii) result in an admission of invalidity or unenforceability of any GTC Patent Rights.
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Related to Settlement; Allocation of Proceeds

  • Allocation of Proceeds If an Event of Default shall exist and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority:

  • Distribution of Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:

  • Collection of Proceeds 3.1 Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary. Immediately upon notice to Debtor by Bank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a lien or security interest which Debtor now or later has regarding Collateral. Immediately upon and after such notice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests in the Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any checks or other items which are received in payment for any Collateral, and to do any and all things necessary in order to reduce these items to money. Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to the Collateral. Nothing in this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of any Collateral.

  • Payments Generally; Allocation of Proceeds; Sharing of Set-offs (a) The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

  • Disposition of Proceeds The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

  • Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated in Dollars, 12:00 noon, New York City time and (ii) in the case of payments denominated in a Foreign Currency, 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 or, in the case of a Credit Event denominated in a Foreign Currency, the Administrative Agent’s Eurocurrency Payment Office for such currency, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower takes all risks of the imposition of any such currency control or exchange regulations.

  • Post Default Allocation of Payments Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows:

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