Common use of Covenants of Licensor Clause in Contracts

Covenants of Licensor. In addition to and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: (a) it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) without limiting the restrictions on transfer during the Standstill Period, in the event Licensor transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License and Litigation Patent License granted by Licensor hereunder and subject to any sublicense (and release and covenant) granted by RPX or Licensor (as applicable) in accordance with Section 1; (c) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration hereunder; (d) as of the Effective Date, Licensor will not s▇▇ or threaten to s▇▇ (or instruct, encourage, or aid a third party to s▇▇ or threaten to s▇▇) RPX, any RPX Affiliate, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense under the Patent License (including Covered Third Parties), unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or other Entity has been terminated pursuant to Sections 1.2(f) or 1.2(g), for direct or indirect infringement (including, without limitation, inducement, or contributory infringement) under any Patent, and, except with respect to any Excluded Supplier’s supply of off-the-shelf hardware or components to an RPX Licensee or RPX Licensee Affiliate, neither Licensor nor its Affiliates will s▇▇ or threaten to s▇▇ (or instruct, encourage, or aid a third party to s▇▇ or threaten to s▇▇) any such RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement, or contributory infringement) under any Patent, with respect to any such RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Product and Service, unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or such RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors has been terminated pursuant to Sections 1.2(f) or 1.2(g); and (e) as of the Effective Date, in the event that RPX provides written notice to Licensor that Licensor has sued or threatened to s▇▇ (or instructed, encouraged, or aided a third party to s▇▇ or threaten to s▇▇) any Entity in violation of the Standstill or Section 3(d), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (or other adversarial proceeding), and, to the extent Licensor fails to take such action within five business (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit.

Covenants of Licensor. In addition to and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: (a) it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) without limiting other than with respect to any debt or similar financing, it will not pledge the restrictions on transfer during Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Standstill Period, Patents or otherwise encumber the Patents; (c) in the event Licensor it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License and Litigation Patent License granted by Licensor hereunder and subject to any sublicense (and release and covenantrelease) granted by RPX or Licensor (as applicable) in accordance with Section 1; (cd) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration hereunderunder this Agreement and/or the Patent Rights Agreement; (df) as of following the Effective Date, neither Licensor nor any of its Affiliates will not s▇▇▇ or threaten to s▇▇▇ (or instruct, encourage, or aid a third party to s▇▇▇ or threaten to s▇▇▇) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense under the Patent License (including Covered Third Parties), unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or other Entity has been terminated pursuant to Sections 1.2(f) or 1.2(g), hereunder for direct or indirect infringement (including, without limitation, inducement, inducement or contributory infringement) under any PatentPatent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), andas applicable, except with respect to any Excluded Supplier’s supply of off-the-shelf hardware or components to an RPX Licensee or RPX Licensee Affiliate, and neither Licensor nor its Affiliates will s▇▇▇ or threaten to s▇▇▇ (or instruct, encourage, or aid a third party to s▇▇▇ or threaten to s▇▇▇) any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement, inducement or contributory infringement) under any PatentPatent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Product and Service, unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or such RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors has been terminated pursuant to Sections 1.2(f) or 1.2(g); and; (eg) as of following the Effective Date, in the event that RPX provides written notice to Licensor that Licensor has sued or threatened to s▇▇▇ (or instructed, encouraged, or aided a third party to s▇▇▇ or threaten to s▇▇▇) any Entity in violation of the Standstill or Section 3(d3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (or other adversarial proceeding), and, to the extent Licensor fails to take such action within five business (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit; (h) after the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to ▇▇▇ under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor.

Covenants of Licensor. In addition to and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: : (a) it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; ; (b) without limiting other than with respect to any debt or similar financing, it will not pledge the restrictions on transfer during Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Standstill Period, Patents or otherwise encumber the Patents; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. B-6 (c) in the event Licensor it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License and Litigation Patent License granted by Licensor hereunder and subject to any sublicense (and release and covenantrelease) granted by RPX or Licensor (as applicable) in accordance with Section 1; ; (cd) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration hereunder; under this Agreement and/or the Patent Rights Agreement; (df) as of following the Effective Date, neither Licensor nor any of its Affiliates will not s▇▇▇ or threaten to s▇▇▇ (or instruct, encourage, or aid a third party to s▇▇▇ or threaten to s▇▇▇) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense under the Patent License (including Covered Third Parties), unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or other Entity has been terminated pursuant to Sections 1.2(f) or 1.2(g), hereunder for direct or indirect infringement (including, without limitation, inducement, inducement or contributory infringement) under any PatentPatent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), andas applicable, except with respect to any Excluded Supplier’s supply of off-the-shelf hardware or components to an RPX Licensee or RPX Licensee Affiliate, and neither Licensor nor its Affiliates will s▇▇▇ or threaten to s▇▇▇ (or instruct, encourage, or aid a third party to s▇▇▇ or threaten to s▇▇▇) any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement, inducement or contributory infringement) under any PatentPatent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Product and Service, unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or such RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors has been terminated pursuant to Sections 1.2(f; (g) or 1.2(g); and (e) as of following the Effective Date, in the event that RPX provides written notice to Licensor that Licensor has sued or threatened to s▇▇▇ (or instructed, encouraged, or aided a third party to s▇▇▇ or threaten to s▇▇▇) any Entity in violation of the Standstill or Section 3(d3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (or other adversarial proceeding), and, to the extent Licensor fails to take such action within five business (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit; (h) after the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to ▇▇▇ under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor. Section 4. Disclaimers, Indemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. B-7 (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES.