Common use of Distributor Actions Clause in Contracts

Distributor Actions. Distributor shall not, at any time, do or cause to be done any act or thing that (i) will in any way impair the rights of LifeCell in or to the Trademarks or their registrations, (ii) may affect the validity of any of the Trademarks or (iii) may depreciate the value of the Trademarks or their reputation. Except as otherwise specifically provided herein, Distributor shall not, during the Term or thereafter, attach LifeCell’s title or right in and to the Trademarks. Distributor shall, at LifeCell’s request and sole expense, provide all commercially reasonable cooperation and assistance in connection with LifeCell’s efforts to register, maintain, protect and defend the Trademarks and to prosecute any infringers with respect to the Trademarks. LifeCell shall control all efforts to register, maintain, protect and defend the Trademarks and to prosecute any infringers with respect to the Trademarks. Distributor agrees to advise LifeCell promptly of any actual or potential infringement of the Trademarks on becoming aware of such infringements. LifeCell shall have the sole right to determine if any action shall be taken against any third party on account of any such infringements or imitations and Distributor shall not institute any suit or take any action against any third party on account of any such infringements or imitations without first obtaining LifeCell’s written consent to do so. Any recovery as a result of such action shall belong solely to LifeCell, except to the extent that such recovery represents damage to Distributor, in which event any specified recovery, net of all expenses paid by LifeCell, including Distributor’s attorneys’ fees, if any, shall be paid to Distributor, Distributor agrees and undertakes that its use of the Trademarks will be in strict compliance with any and all applicable laws, rules and regulations, including trademark laws, and that it will make such marking on the Product packaging or otherwise in connection therewith as may be required by LifeCell in its sole discretion. Distributor shall use commercially reasonable efforts to cooperate fully with LifeCell in preparing and causing to be recorded at LifeCell’s expense such documents as may be necessary or desirable to evidence, protect and implement the rights of LifeCell pursuant to this Section 9.

Distributor Actions. Distributor shall not, at any time, do or cause to be done any act or thing that (i) will in any way impair the rights of LifeCell in or to the Trademarks or their registrations, (ii) may affect the validity of any of the Trademarks or (iii) may depreciate the value of the Trademarks or their reputation. Except as otherwise specifically provided herein, Distributor shall not, during the Term or thereafter, attach LifeCell’s title or right in and to the Trademarks. Distributor shall, at LifeCell’s request and sole expense, provide all commercially reasonable cooperation and assistance in connection with LifeCell’s efforts to register, maintain, protect and defend the Trademarks and to prosecute any infringers with respect to the Trademarks. LifeCell shall control all efforts to register, maintain, protect and defend the Trademarks and to prosecute any infringers with respect to the Trademarks. Distributor agrees to advise LifeCell promptly of any actual or potential infringement of the Trademarks on becoming aware of such infringements. LifeCell shall have the sole right to determine if any action shall be taken against any third party on account of any such infringements or imitations and Distributor shall not institute any suit or take any action against any third party on account of any such infringements or imitations without first obtaining LifeCell’s written consent to do so. Any recovery as a result of such action shall belong solely to LifeCell, except to the extent that such recovery represents damage to Distributor, in which event any specified recovery, net of all expenses paid by LifeCell, including Distributor’s attorneys’ fees, if any, shall be paid to Distributor, . Distributor agrees and undertakes that its use of the Trademarks will be in strict compliance with any and all applicable laws, rules and regulations, including trademark laws, and that it will make such marking on the Product packaging or otherwise in connection therewith as may be required by LifeCell in its sole discretion. Distributor shall use commercially reasonable efforts to cooperate fully with LifeCell in preparing and causing to be recorded at LifeCell’s expense such documents as may be necessary or desirable to evidence, protect and implement the rights of LifeCell pursuant to this Section 9.