Declaratory Judgment Actions. If a declaratory judgment action is brought naming Harbour or Surface or any of its Affiliates or Sublicensees as a defendant and alleging invalidity, unenforceability or non-infringement of any Patent Rights, Surface or Harbour, as the case may be, shall promptly notify the other Party in writing and Surface may elect, upon written notice to Harbour within ​ days after receiving or giving notice of the commencement of such action, to take over the sole control of such action at its own expense. If Surface does not defend any such action, then Harbour shall have the right, but shall not be obligated, to defend such action at Harbour’s expense.

Ratification of Actions. By accepting the Award or other benefit under the Plan, you and each person claiming under or through you shall be conclusively deemed to have indicated your acceptance and ratification of, and consent to, any action taken under the Plan or the Award by the Company, its Board of Directors, or the Committee.

Without limiting the other terms of this Agreement, after the Closing, Buyer shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer that may be required to convey and deliver to the Depositary the Buyer Shares included in the Aggregate Consideration and to perfect the Depositary’s title thereto and to accomplish the transactions contemplated by this Agreement.

Actions of Issuers. Each Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such Issuer. Each Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Revolving Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this [Section 2.18], each Issuer shall, with respect to any Revolving Lender, in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Revolving Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Lenders and any future holder of a participation in any Letter of Credit issued by such Issuer.

Product Infringement Actions. As between the Parties, Allergan shall have the first right, but not the obligation, to prosecute any Competitive Infringement, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Allergan’s sole cost and expense, using counsel of its own choice (the “Product Infringement Action”). If Allergan prosecutes any such Product Infringement Action, UroGen shall have the ​ = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Actions and Proceedings. To the best knowledge of Assignor there is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of the Assignor, threatened against the Assignor which involves any of the business, or the properties of Stay Hydrated that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of Stay Hydrated taken as a whole. There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have a material adverse effect.

Certain Tax Actions. If Grantee makes an election with respect to the Restricted Stock as permitted under Code Section 83(b), Grantee shall notify the Company of such election within ten (10) days after filing the election with the Internal Revenue Service. There is a strict time limit for making an election under [Section 83(b)]. Grantee should consult his/her tax advisor as to whether a [Section 83(b)] election should be filed and as to other tax aspects of the grant of Restricted Stock. Grantee hereby agrees to indemnify and hold harmless the Company and its affiliates and the directors, officers, agents and representatives of the Company and its affiliates, respectively, for any tax, penalty or interest imposed on the Company or such other parties in connection with the grant or vesting of Restricted Stock resulting from Grantee’s failure to provide notice to the Company in accordance with this Section 8.

No Inconsistent Actions. The parties hereto shall not voluntarily undertake any action inconsistent with, or voluntarily undertake or fail to undertake any action or course of action to avoid or evade, the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

SECTION # Further Actions.

Further Instruments. At the request of the Company or any Company Group member during Employee’s employment and thereafter, the Employee