Infringement of Intellectual Property Sample Clauses

Infringement of Intellectual Property. INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Infringement of Intellectual Property. Each Obligor shall (and the Parent shall procure that each member of the Group will): (a) notify the Agent promptly of any infringement or suspected infringement or any challenge to the validity of any of the present or future Intellectual Property Rights owned, used or exploited by it which may come to its notice if the same would be reasonably likely to have a Material Adverse Effect and take all necessary steps (including, without limitation, the institution of legal proceedings) to prevent third parties infringing such Intellectual Property Rights to the extent that failure to do so would be reasonably likely to have a Material Adverse Effect; (b) take all necessary action to safeguard and maintain its rights, present and future, in or relating to all Intellectual Property Rights owned, used or exploited by it to the extent that failure to do so would be reasonably likely to have a Material Adverse Effect (in each case including, without limitation, paying all applicable renewal fees, licence fees and other outgoings); and (c) not enter into any licence or other agreement or arrangement in respect of Intellectual Property Rights other than between members of the Group and/or on normal arm’s length commercial terms and will comply with all licences to it of any Intellectual Property Rights in each case to the extent that failure to do so would be reasonably likely to have a Material Adverse Effect.

Infringement of Intellectual Property. In the event that at any time hereafter there shall not be pending in the Territory a suit by Quinlan against an infringer or misappropriator of any of the I▇▇▇▇▇▇▇tual Property based on infringement or misappropriation of such scale that if licensed on the terms imposed in this Agreement, the annual royalty returned to Quinlan would be at least Five Thousand Dollars ($5,000) per year, ▇▇▇▇ ▇f any person or company shall produce, market or sell products coming within the definition of Product, and if: 1. Poore Brothers shall give Quinlan written notice that such pro▇▇▇▇▇on, marketing or ▇▇▇▇ ▇▇ an infringement or misappropriation of any of the Intellectual Property; and [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 2. Poore Brothers shall request in writing that suit be brought u▇▇▇▇ the Intellectual Property so infringed or misappropriated against such person or company because of such infringement or misappropriation; and 3. Poore Brothers and Quinlan obtain an opinion from a mutually accept▇▇▇▇ law firm ▇▇ ▇▇▇ Territory that such person or company is likely infringing or misappropriating any of the Intellectual Property; and 4. Quinlan fails to bring such suit for infringement or misappropria▇▇▇▇ ▇f the Intellectual Property identified in the law firm's opinion or to obtain discontinuance of such infringement or misappropriation within one hundred twenty (120) days after receipt of Poore Brothers' request under subparagraph 2 above; and ▇. Sales of such person or company of such products is of such volume as to produce, if licensed, royalties of at least Five Thousand Dollars ($5,000) per year, then, in such case, Poore Brothers shall be permanently relieved of the payment ▇▇ ▇oyalties that would otherwise accrue from the time conditions 1-5 are all satisfied until the day Quinlan shall bring suit against the likely infringer o▇ ▇▇▇appropriator or shall obtain discontinuance of said infringement or misappropriation. Failure to pay royalties pursuant to this Article shall not adversely affect any rights of Poore Brothers under this Agreement or provide a basis for Qu▇▇▇▇▇ to exercise any rights otherwise available to it con▇▇▇▇▇ ▇o the interest of Poore Brothers under this Agreement.

Infringement of Intellectual Property. The Franchisee must not aid or assist any other person in any manner to do any of the acts in Clauses 3.3(a) to 3.3(f), above nor anything which would infringe, harm or contest the Intellectual Property.

Infringement of Intellectual Property. 8.1 Aircom agrees to pay all costs, damages and attorneys’ fees finally awarded in any suit by a third party against LUXE to the extent based upon a finding that the design, construction, use or importation of a Product (including the Software), as furnished, infringes the intellectual property rights of such third party, provided that LUXE promptly notifies Aircom, in writing, of such claims, and provided LUXE gives Aircom the right to defend and/or settle such claim at Aircom’s expense with counsel of Aircom’s choice. LUXE shall cooperate with Aircom, at Aircom’s expense, in the defense or settlement of the claim. 8.2 If the manufacture, use or sale of any of the Products (including the Software) is enjoined or is unable to be used pursuant to a term of settlement, Aircom shall at Aircom’s expense, to do one of the following: (a) obtain for LUXE the right to use the Product, (b) modify the Product so that it becomes non-infringing or (c) replace it with a non-infringing Product that is substantially in compliance with the specifications and functionality for the Product in all material respects. If none of the foregoing is commercially feasible, Aircom shall refund the entire purchase price paid by LUXE for the Product at issue (or for Products more than one (1) year old Aircom shall refund the then-current market value of the Product). If Aircom has not completed delivery of such Products, Aircom shall not be obligated to continue delivering such Products. If Aircom reasonably believes a Product is likely to be the subject of a claim, suit, proceeding or injunction, Aircom shall also have the right, at Aircom’s option, to do any of the above. If Aircom elects to replace a Product with a non-infringing Product or to refund the purchase price to LUXE, LUXE shall return the allegedly infringing Product to Aircom, at Aircom’s expense, as soon as practicable.

Infringement of Intellectual Property. 6.6.1 Fraunhofer shall promptly notify the Company of any infringement or threatened infringement of the Technology or Improvements of which it becomes aware. 6.6.2 The Company shall in good faith evaluate all infringement claims and shall take such action as is reasonably necessary to enforce its rights in the Technology and Improvements in the Field. Any legal proceedings instituted by the Company in respect of such infringement or threatened infringement will be conducted at the Company's sole discretion and expense, provided that Fraunhofer shall, if requested to do so by the Company, join in and fully co-operate with the Company in the conduct of such proceedings, including making available to the Company all information and particulars relating to such infringement in the possession of Fraunhofer and other Persons under its direction or control. Any monetary or other award obtained by the Company in respect of such proceedings shall belong to the Company and shall be subject to royalty payments as provided in Section 3.4. If the Company declines to enforce its rights in the Technology and Improvements in the Field or does not pursue any such enforcement in good faith after reasonable advance notice from Fraunhofer, Fraunhofer may, at its cost, take action with respect to such infringement. The Company shall co-operate with Fraunhofer in taking such action, without cost to the Company, other than the expenditure of time. Any monetary or other award obtained by Fraunhofer as a result of such proceedings shall belong to Fraunhofer alone.

Infringement of Intellectual Property. (a) Altana shall promptly advise Salix of all cases of actual, potential or suspected infringement of the Product Trademarks, Product Copyrights or other intellectual property of Salix or its Affiliates or licensors that come to Altana’s attention. (b) In the event of any infringement of any Product Trademark, Product Copyright or other intellectual property of Salix or its Affiliates or licensors by any Person, then as between Altana and Salix, Salix, shall have the sole right (but not the obligation) to commence, maintain or terminate, whether by settlement or otherwise, any action to enforce its rights in such Product Trademark, Product Copyright or other intellectual property of Salix or its Affiliates or licensors and pursue injunctive, compensatory and other remedies and relief against such Person. Salix shall have the right to retain all damages and other proceeds resulting from any such actions. If Salix elects to commence any such action, Altana shall, at [*] expense, use all reasonable efforts to assist and cooperate with Salix as requested by Salix in such actions. (c) In the event that during the Co-Promotion Period, any Person institutes against Salix or Altana any action that alleges that the use of any Product Trademark, Product Copyright or other intellectual property of Salix or its Affiliates or licensors in connection with the production, marketing, sale, or Promotion of the Product in the Territory in accordance with the terms hereof infringes the intellectual property rights held by such Person, then as between Altana and Salix, Salix shall have the sole right to contest, and assume direction and control of the defense of, such action (including the right to settle such action on terms determined by Salix in its sole discretion). If Salix elects to defend such action, Altana shall, at [*] expense, use all reasonable efforts to assist and cooperate with Salix as requested by Salix in such action. If, as a result of any such action, a judgment is entered by a court of competent jurisdiction from which no appeal can be taken or from which no appeal is taken within the time permitted for appeal, or a settlement is entered into by Salix or its licensors, such that any Product Trademark, Product Copyright or other intellectual property of Salix or its Affiliates or licensors cannot be used in connection with the production, marketing, sale, or Promotion of the Product in the Territory without infringing the intellectual property rights of su...

Infringement of Intellectual Property. Infringement of any intellectual property right including patents, copyrights or license, which may be brought against Indemnitees as a result of the Work.

Infringement of Intellectual Property. If the Services become or in GE’s opinion are likely to become the subject of an infringement or misappropriation claim, SP shall, at SP’s sole cost and expense, in addition to its indemnification obligations, at GE’s discretion, either (i) procure for GE the right to continue using the Services or SP Pre- existing Intellectual Property, (ii) replace or modify the Services or SP Pre-existing Intellectual Property in a manner acceptable to GE to make them non-infringing or without misappropriation, provided that any such replacement or modification shall not materially degrade the performance or quality of the affected Services or Pre-existing Intellectual Property, or disrupt GE’s business operations; or (iii) refund all or part of the Fees and costs for the applicable Services.