By eBay eBay hereby covenants and agrees that, for the duration of the eBay CNS Period, neither it nor any member of the eBay Group will bring suit or otherwise assert any claim against any PayPal Covenantee before any court, arbitrator, mediator, tribunal or administrative agency anywhere in the world alleging infringement of any eBay Patents based on any PayPal Covenantee making, using, importing, offering for sale or selling any PayPal Product, in each case at any time prior to the expiration or termination of the eBay CNS Period.
By eBay. If eBay or any eBay Group member assigns, sells, transfers or grants enforcement rights to any Person (such Person, the “eBay IP Transferee”) with respect to any Intellectual Property Rights for which eBay or any eBay Group Member has granted a license or covenant not to xxx under this Agreement (an “eBay IP Transfer”), eBay covenants that it, or the applicable eBay Group member, will cause the eBay IP Transferee to execute a written agreement in which the eBay IP Transferee agrees that (a) the eBay IP Transferee will take title or rights to such Intellectual Property Rights subject to this Agreement (and the licenses and covenants not to xxx granted by eBay hereunder) and (b) PayPal and the PayPal Group members are express third-party beneficiaries of such agreement. Any purported eBay IP Transfer in violation of this Section 1.3a is null and void. For the avoidance of doubt, the foregoing obligation does not apply with respect to any Intellectual Property Rights that eBay or any eBay Group member may acquire after the Effective Time (by way of merger, acquisition, stock purchase, asset purchase or otherwise) other than those Intellectual Property Rights for which eBay expressly grants a covenant not to xxx under Section 2.1.
By eBay eBay hereby represents and warrants that, as of the Effective Date:
By eBay. Neither eBay nor any of its Subsidiaries may assign or transfer its rights or this Agreement or delegate its obligations under this Agreement, by operation of law, contract or otherwise, including in connection with insolvency or bankruptcy, without the prior written consent of Skype (which consent is not to be unreasonably withheld or delayed) and any attempt to do so without such consent shall be null and void. Notwithstanding the foregoing, eBay may assign this Agreement to an acquirer without Skype’s consent in the event of a sale of all or substantially all of eBay’s shares or assets or a sale of the business that includes eBay’s activities prior to the Effective Date, provided however in the event of any such sale of assets or business, Skype receives the acquirer’s acknowledgement that it shall be bound by the terms of this Agreement. In the event of such an assignment, the licenses granted by Skype in Section 2.2 shall be limited to the business of eBay transferred to the acquirer and shall not extend to any other products or services of the acquirer. If eBay or any of its Subsidiaries undergoes an internal restructuring, sells assets or divests entities or portions thereof so that Skype Patent Rights then being used by eBay or any such Subsidiaries are to be used by entities that are no longer Subsidiaries of eBay (each, an “eBay Spin-off Entity”), upon eBay’s request (which request eBay may make at any time within twelve months of the applicable Restructure Date), Skype and the applicable eBay Spin-off Entity shall execute and deliver an agreement granting the eBay Spin-off Entity such rights that are granted eBay under this Agreement pursuant to terms and conditions that are consistent with the terms and conditions set forth in this Agreement. Each such agreement shall be effective as of the date each such restructuring, sale or divestiture is effective (each, a “Restructure Date”).
By eBay eBay will Indemnify, hold harmless and defend SP, its Affiliates, and their directors, officers, employees and agents from and against any and all actions, claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by a third party (including any Internet user) arising from or relating to (i) any breach by eBay of any obligations, duties, or covenants under the Agreement; (ii) any allegation that the contents of eBay’s Ads, where displayed in accordance with the Agreement, violate or infringe upon any U.S. patent, copyright, trademark right or other intellectual property right of a third party, except where such eBay Ad(s) has been modified without authorization, and such modification is the basis of the Claim. Notwithstanding the foregoing, eBay will have no obligation under this Section if the applicable Ad was (i) modified without eBay’s prior written authorization, or (ii) used other than in accordance with these Master Terms: THIS SECTION SETS FORTH EBAY’S ENTIRE LIABILITY AND SP’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
