OFFENSIVE LITIGATION Sample Clauses

POPULAR SAMPLE Copied 1 times
OFFENSIVE LITIGATION. Licensee agrees to give Licensor prompt notification of any third party's actions which would constitute an infringement of the rights granted to it by this Agreement. Licensor shall prosecute, at its own discretion, infringement actions against any third party infringers and any recoveries obtained therein shall belong exclusively to Licensor. Licensee shall, at Licensor's expense, cooperate in all respects with Licensor's prosecution of said suits, including but not limited to being named as a party in any such suit, producing documents, appearing as witnesses, etc.
View SourceView Similar (8)
OFFENSIVE LITIGATION. Atari shall assist Licensor, to the extent reasonably necessary, in the procurement of any protection or to protect any of Licensor's rights to the Title, and Licensor, if it so desires, may commence or prosecute any claims or suits in its own name and at its sole cost and expense. Upon the prior written consent of Atari, which shall not be unreasonably withheld or delayed, such claim or suit may be commenced or prosecuted in the name of Atari or with both Atari and Licensor joined as parties thereto. Any and all sums collected or recovered in any such suit or suits, whether by decree, judgment, settlement or otherwise, will belong exclusively to Licensor. Upon request of Licensor, Atari will execute all papers, testify on all matters and otherwise cooperate in every way necessary and desirable for the prosecution of any such action or proceeding, and Licensor will reimburse Atari for the expenses incurred as a result of such cooperation. Atari shall notify Licensor in writing of any infringements or imitations by others of the Licensor’s property on articles similar to the Title if and when such become known to Atari. Licensor shall have the sole right to determine whether or not any action shall be taken on account of such infringements; provided, however, that if Licensor fails to do so promptly upon request of Atari, then Atari may institute any such suit or take any action on account of any such infringements, provided that Atari has obtained the prior written consent of Licensor to do so, which shall not be unreasonably withheld or delayed. Should Atari receive Licensor's consent as aforesaid and institute or prosecute any action or proceeding against third parties for or by reason of any unlawful infringement of the rights granted to Atari under this Agreement, such action or proceeding will be instituted, maintained, and/or prosecuted solely at the cost and expense of Atari, and any and all sums collected or recovered in any such suit or suits, whether by decree, judgment, settlement or otherwise, will belong exclusively to Atari. Upon request of Atari, Licensor will execute all papers, testify on all matters and otherwise cooperate in every way necessary and desirable for the prosecution of any such action or proceeding, and Atari will reimburse Licensor for the expenses incurred as a result of such cooperation.
View Source
OFFENSIVE LITIGATION. Licensee agrees to give Licensor prompt notification of any third party actions that would constitute an infringement of the rights granted to it by this Agreement. Licensor shall prosecute, at its own discretion, infringement actions against any third party infringers and any recoveries obtained therein shall belong exclusively to Licensor. Licensee shall, at Licensor’s expense, cooperate in all respects with Licensor’s prosecution of said suits, including but not limited to being named as a party in any such suit, producing documents, appearing as witnesses, etc. In the event that Licensor declines to bring an action against any third party infringer, Licensee may request permission to send a demand letter or bring an action at Licensee’s sole expense, such permission not to be unreasonably withheld by Licensor. In any such action all recoveries made shall be solely for the account of Licensee.
View Source
OFFENSIVE LITIGATION. Licensee agrees to give Licensor prompt notification of any third party’s actions which would constitute an infringement of the rights granted to it by this Agreement. Licensor shall prosecute, at its own discretion, infringement actions against any third party infringers and any recoveries obtained therein shall belong exclusively to Licensor. Licensee shall, at Licensor’s expense, cooperate in all respects with Licensor’s prosecution of said suits, including but not limited to being named as a party in any such suit, producing documents, appearing as witnesses, etc. (a) Licensor agrees to indemnify and hold harmless Licensee from and against any and all damage, loss, and expense incurred as a result of the breach of any of Licensor’s warranties herein. This indemnification shall become operative only after a final judgment, order or decree is issued which contains a finding that Licensor intentionally infringed upon the rights of a third party. Any claims made against Licensee which would result in Licensor becoming obligated to indemnify Licensee hereunder shall not permit Licensee to withhold any amounts due Licensor hereunder. (b) Licensee agrees to indemnify, defend, and hold harmless Licensor, its agents and employees from and against any and all loss and expense arising out of any claims of personal injury, product liability, wrongful death, negligence, strict liability or other similar action, in addition to the breach of any of its warranties hereunder or the violation of any applicable law or safety standard based on the use of the Scores Trademarks by or on behalf of Licensee and/or its subsidiary, affiliated, controlled company.
View Source
OFFENSIVE LITIGATION. If either TRC or WINDMERE knows or has reason to believe that any Licensed Patent is being infringed, either directly or indirectly or contributively or otherwise by a third party, the party possessing such knowledge or belief shall promptly notify the other party thereof. While and as long as TRC is the owner of Licensed Patents, TRC at its own discretion and judgment may take action to terminate such infringement. WINDMERE agrees to cooperate with TRC in such enforcement. If TRC initiates litigation for enforcement of the Licensed Patents against a third party, all reasonable expenses associated with any such legal suits or proceedings incurred by WINDMERE in relation to all aspects of such suits, including defenses to any counterclaims and cross-claims that may be asserted by third party defendants, shall be borne by TRC. If WINDMERE is joined in any lawsuit brought by TRC, either voluntarily or involuntarily, TRC shall provide counsel for WINDMERE (who may at TRC's option also be the same counsel who represents TRC) at TRC's sole expense. TRC shall be entitled to all amounts received from third parties resulting from settlement or enforcement of the suits alleging infringement of Licensed Patents.
View Source

Related to OFFENSIVE LITIGATION

  • Third Party Litigation In the event that a Third Party institutes a patent or other infringement suit against any of NovaDel, PAR or HANA or any of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, infringes one or more patent or other intellectual property rights held by such Third Party (an “Infringement Suit”), the Parties shall cooperate with one another in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR shall have the right to credit [***] percent ([***]%) of any amounts paid by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademark.

  • Assistance in Litigation Employee shall upon reasonable notice, furnish such information and proper assistance to the Company as it may reasonably require in connection with any litigation in which it is, or may become, a party either during or after employment.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Cooperation in Litigation Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

  • Cooperation With Regard to Litigation Executive agrees to cooperate with the Company, during the term and thereafter (including following Executive’s termination of employment for any reason), by making himself available to testify on behalf of the Company or any subsidiary or affiliate of the Company, in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary or affiliate of the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any subsidiary or affiliate of the Company, as may be reasonably requested and after taking into account Executive’s post-termination responsibilities and obligations. The Company agrees to reimburse Executive, on an after-tax basis, for all reasonable expenses actually incurred in connection with his provision of testimony or assistance.