Subscriber Obligations. The Subscriber must: (a) notify ▇▇▇▇ in writing as soon as reasonably practicable after it becomes aware of any claim under clause 13.1 of this Participation Agreement; (b) on leave being granted by a court, give ▇▇▇▇ the option to conduct the defence of such a claim, including negotiations for settlement or compromise prior to the institution of legal proceedings, provided that the Subscriber may direct ▇▇▇▇ in the conduct of the defence or settlement of any claim to the extent reasonably necessary: (i) to the extent reasonable, to protect the reputation of the Subscriber; and/or (ii) to ensure the Subscriber continuity of the use of the Services in accordance with the Participation Agreement; and/or (iii) to determine the amount of any settlement sum to be granted; (c) provide ▇▇▇▇ with reasonable assistance in conducting the defence of such a claim, subject to the Subscriber being reimbursed by ▇▇▇▇ for the costs of providing such assistance; (d) permit ▇▇▇▇ to modify, alter or substitute the infringing part of the Services, at its own expense, to render the Services non-infringing; and (e) authorise ▇▇▇▇ to negotiate and procure on behalf of the Subscriber a licence or other authority to enable the Subscriber to continue the use of the Services.
Appears in 14 contracts
Sources: Participation Agreement, Participation Agreement, Participation Agreement
Subscriber Obligations. The Subscriber must:
(a) notify ▇▇▇▇ in writing as soon as reasonably practicable after it becomes aware of any claim under clause 13.1 of this Participation Agreement;
(b) on leave being granted by a court, give ▇▇▇▇ PEXA the option to conduct the defence of such a claim, including negotiations for settlement or compromise prior to the institution of legal proceedings, provided that the Subscriber may direct ▇▇▇▇ in the conduct of the defence or settlement of any claim to the extent reasonably necessary:
(i) to the extent reasonable, to protect the reputation of the Subscriber; and/or
(ii) to ensure the Subscriber continuity of the use of the Services in accordance with the Participation Agreement; and/or
(iii) to determine the amount of any settlement sum to be granted;
(c) provide ▇▇▇▇ PEXA with reasonable assistance in conducting the defence of such a claim, subject to the Subscriber being reimbursed by ▇▇▇▇ PEXA for the costs of providing such assistance;
(d) permit ▇▇▇▇ PEXA to modify, alter or substitute the infringing part of the Services, at its own expense, to render the Services non-infringing; and
(e) authorise ▇▇▇▇ PEXA to negotiate and procure on behalf of the Subscriber a licence or other authority to enable the Subscriber to continue the use of the Services.
Appears in 3 contracts
Sources: Participation Agreement, Participation Agreement, Participation Agreement
Subscriber Obligations. The Subscriber must:
(a) notify ▇▇▇▇ in writing as soon as reasonably practicable after it becomes aware of any claim under clause 13.1 of this Participation Agreement;
(b) on leave being granted by a court, give ▇▇▇▇ PEXA the option to conduct the defence of such a claim, including negotiations for settlement or compromise prior to the institution of legal proceedings, provided that the Subscriber may direct ▇▇▇▇ PEXA in the conduct of the defence or settlement of any claim to the extent reasonably necessary:
(i) to the extent reasonable, to protect the reputation of the Subscriber; and/or
(ii) to ensure the Subscriber continuity of the use of the Services in accordance with the Participation Agreement; and/or
(iii) to determine the amount of any settlement sum to be granted;
(c) provide ▇▇▇▇ PEXA with reasonable assistance in conducting the defence of such a claim, subject to the Subscriber being reimbursed by ▇▇▇▇ PEXA for the costs of providing such assistance;
(d) permit ▇▇▇▇ PEXA to modify, alter or substitute the infringing part of the Services, at its own expense, to render the Services non-infringing; and
(e) authorise ▇▇▇▇ PEXA to negotiate and procure on behalf of the Subscriber a licence or other authority to enable the Subscriber to continue the use of the Services.
Appears in 1 contract
Sources: Participation Agreement