Common use of Claims Against Third Parties Clause in Contracts

Claims Against Third Parties. During the Term, in the event that Licensor and/or Licensee become aware that the Trademark or the Agreement Xxxx is being infringed upon by third parties in connection with the Products, such party shall promptly notify the other (the "Notifying Party"). Such notice shall contain a reasonably detailed description of all facts known to the Notifying Party about the infringement. Licensor may, at Licensor's sole cost and expense take any and all actions on account of such infringement , including but not limited to sending any Cease and Desist letters to the infringer. In the event , Licensor seeks to enforce Licensor's Trademark or the Agreement Xxxx rights and institute legal action or suit or otherwise pursue the infringer , Licensor shall be entitled to recover any damages , or other financial gain resulting from the prosecution and settlement of a third party's infringement on the Trademark, as well as, all reasonable out of pocket, direct costs and expenses incurred in such suit or action, including but not limited to all reasonable outside attorneys' fees, costs and expert fees. In the event that Licensor fails to take steps to enforce Licensor's Trademark or the Agreement Xxxx rights, Licensee, with the written approval of Licensor, shall be entitled, but not obliged , to do so in the place instead of Licensor and at Licensee 's sole cost and expense and retain any financial recovery , to the exclusion of Licensor.

Claims Against Third Parties. During the Term, and any Renewal thereof, in the event that the Licensor and/or the Licensee become aware that the Trademark or the Agreement Xxxx is being infringed upon by third parties in connection with the Products, such party shall promptly notify the other (the "Notifying Party"). Such notice shall contain a reasonably detailed description of all facts known to the Notifying Party about the infringement. Licensor may, at Licensorlicensor's sole cost and expense take any and all actions on account of such infringement infringement, including but not limited to sending any Cease and Desist letters to the infringer. In the event event, Licensor seeks to enforce Licensor's Trademark or the Agreement Xxxx rights and institute legal action or suit or otherwise pursue the infringer infringer, Licensor shall be entitled to recover any damages damages, or other financial gain resulting from the prosecution and settlement of a third party's infringement on the Trademark, as well as, all reasonable out of pocket, direct costs and expenses incurred in such suit or action, including but not limited to all reasonable outside attorneys' attorneys- fees, costs and expert fees. In the event that the Licensor fails to take steps to enforce LicensorLicensee's Trademark or the Agreement Xxxx rights, Licensee, with the written approval of Licensor, shall be entitled, but not obliged obliged, to do so in the place instead of the Licensor and at Licensee 's sole cost and expense and retain any an financial recovery recovery, to the exclusion of the Licensor. In all instances of the Trademark infringement, the parties shall cooperate with each other's enforcement action. No party may settle any claim so as to materially impair the other party's Trademark or License rights hereunder without that party ‘s prior written consent, which consent shall not unreasonably withheld.

Claims Against Third Parties. During the Term, in the event that Licensor and/or Licensee become aware that the Trademark or the Agreement Xxxx is being infringed upon by third parties in connection with the Products, such party shall promptly notify the other (the "Notifying Party"). Such notice shall contain a reasonably detailed description of all facts known to the Notifying Party about the infringement. Licensor may, at Licensor's sole cost and expense take any and all actions on account of such infringement infringement, including but not limited to sending any Cease and Desist letters to the infringer. In the event , Licensor seeks to enforce Licensor's Trademark or the Agreement Xxxx rights and institute legal action or suit or otherwise pursue the infringer , Licensor shall be entitled to recover any damages , or other financial gain resulting from the prosecution and settlement of a third party's infringement on the Trademark, as well as, all reasonable out of pocket, direct costs and expenses incurred in such suit or action, including but not limited to all reasonable outside attorneys' fees, costs and expert fees. In the event that Licensor fails to take steps to enforce Licensor's Trademark or the Agreement Xxxx rights, Licensee, with the written approval of Licensor, shall be entitled, but not obliged , to do so in the place instead of Licensor and at Licensee 's sole cost and expense and retain any financial recovery , to the exclusion of Licensor.