Infringement Matters. (a) Each of EarthShell and GP will promptly, and in any event within thirty (30) days of discovery, notify the other in writing of any apparent infringement of the Technology in the Territory which comes to its attention while this Agreement remains in effect. EarthShell shall have the sole right, at its sole cost and expense and in its absolute discretion, to bring any suit to enjoin such infringement and to recover damages therefor for its sole account.
Infringement Matters. Seller 5.14(f) Other Claims................................. Seller 5.14(g) Contested Proceedings........................ Seller 5.15 Warranties................................... Seller 5.16
Infringement Matters. 9.1 In the event that any claim of infringement arises from AMBI's use of the PROPRIETARY INFORMATION and PATENTED TECHNOLOGY in the manufacture of the LICENSED PRODUCTS and licensed as of the date of this Agreement, A&B will be solely responsible for expenses incurred in defending or settling any such action. In the event AMBI is notified of any such claim of infringement, AMBI must give written notice to A&B within ten (10) days of such notice for this paragraph to be operative.
Infringement Matters. (a) EKI and ECC promptly will notify each other of any apparent infringement of the Technology or the Trade Secrets, or of the Trademarks, which comes to their attention while the License remains in effect. If any such apparent infringement affects the use and application by ECC and/or its sublicensees of the License, ECC shall have the option, at its sole cost and expense, to bring suit to enjoin such infringement and to recover damages therefor. In any action brought by ECC pursuant to this paragraph, ECC shall select and control counsel for the prosecution of such suit. EKI shall (i) have the right to receive, from time to time, full and complete information from ECC concerning the status of such suit, (ii) have the right, at its own expense, to be represented therein by counsel in an advisory or consultive capacity, and (iii) cooperate fully with ECC and provide whatever assistance is reasonably requested by ECC in connection with such suit, including the preparation and signing of documents. Any and all damages collected as the result of any such suit shall be paid, first, to ECC and EKI to reimburse them for their actual costs incurred as a direct result of such suit, with any balance to be treated, for all purposes, as compensation received by ECC from the sale of Food Service Disposables. ECC shall not have the right to settle any infringement suit described in this subparagraph without the prior written consent of EKI, which consent shall not be unreasonably withheld. If ECC believes the suit is without merit, is not economically justifiable, or for any other reason does not wish to pursue the infringement, it shall notify EKI of its decision not to bring action against the apparent infringer. Such notice by ECC must be given within 30 days of the date upon which ECC is notified of the infringement in question. If ECC elects, for any reason, not to pursue the apparent infringement under this subparagraph, EKI shall have the right to bring suit to enjoin such infringement and to recover damages therefor.
Infringement Matters. In the event of any claim or suit alleging that any part of the Xxxxx.xxx Trading System infringes upon any third party intellectual property right, the parties agree to cooperate and take all actions reasonably practicable in order to ameliorate such infringement, including, but not limited to (i) seeking to obtain the right to use the infringing portion(s) of the Xxxxx.xxx Trading System, (ii) modifying the infringing portion(s) of the System so as to render them non-infringing, (iii) replacing the infringing portion(s) of the System with non-infringing items of substantially similar functionality, (iv) amending a party’s obligations under this Agreement or (v) altering the Clients’ participation in the System, but in each case in a manner reasonably consistent with the purpose and intentions described in this Agreement.
Infringement Matters. (a) PARAGON hereby agrees to indemnify, defend and hold MAPICS harmless from, against and in respect of any and all assessments, damages, deficiencies, judgements, losses, obligations and liabilities (including costs of collection and reasonable attorney’s fees and expense) (collectively, “Losses”) asserted against MAPICS by any third party and arising from or related to any breach by PARAGON of the representations and warranties contained in Section 5.2 or any claim that the Licensed Technology infringes any intellectual property rights. The indemnification obligation set forth above shall not apply in the event and to the extent that any Loss based upon a breach of representation in Section 5.2 is determined to result from (i) use of the Licensed Technology in combination with particular software or hardware, if such infringement would not have resulted from the use of the Licensed Technology with other software or hardware, whether or not such other software or hardware is capable of performing the same functions as the particular software or hardware actually used in combination with the Licensed Technology or (ii) modifications to the Licensed Technology not made by PARAGON if such infringement would have been avoided by the absence of such modification.
Infringement Matters. Neither the Company-Owned Intellectual Property nor the operation of the Acquired Business as it is currently conducted does not infringe or misappropriate any Intellectual Property Rights of any Person, and neither Seller nor any of its Affiliates has received written notice from any Person claiming that such operation infringes or misappropriates any Intellectual Property Rights of any Person. Neither Seller nor any of its Affiliates has received any written communication that Seller or its Affiliates are using or disclosing in an unauthorized manner, infringing, or misappropriating, in the conduct of the Acquired Business as presently conducted, or suggesting or inviting Seller or its Affiliates to take a license under, the right or claimed right of any Person with respect to any Intellectual Property Right.
Infringement Matters. The operation of the EIS Business, as such business is currently conducted, does not infringe, misappropriate or otherwise violate, nor since January 1, 2014 has the operation of the EIS Business infringed, misappropriated, or otherwise violated, any Intellectual Property of any Person. Except as may be disclosed on Section 2.9(e) of the Seller Disclosure Schedule, since January 1, 2014, no member of Seller Group has received any written notice, or to the Knowledge of Seller Parent any other notice, that alleges that Seller Group’s conduct of the EIS Business has infringed or misappropriated the Intellectual Property Rights of any Person with respect to EIS Owned Intellectual Property.
Infringement Matters. (a) Each of EarthShell and Sweetheart will promptly, and in any event within thirty (30) days of actual discovery, notify the other of any apparent infringement of the Technology in the Territory which comes to its attention while this Agreement remains in effect. Except with respect to a Sweetheart Improvement, EarthShell shall have the sole right, at its sole cost and expense and in its absolute discretion, to bring any suit to enjoin such infringement and to recover damages therefor for its sole account; provided that, if Sweetheart shall have requested that EarthShell pursue an infringement action against an apparent infringer of the Technology within the Market Segment and within the Territory, and EarthShell fails to notify Sweetheart within thirty (30) days following such request, of its election to pursue and diligently prosecute any action against such apparent infringer, Sweetheart shall have the right to bring such action against such infringer; provided that Sweetheart agrees that EarthShell may intervene, at its sole cost and expense at any time in such action, and, if it does intervene, EarthShell shall control such action in all respects, including, without limitation, with respect to claim construction issues and the assertion of an invalidity defense by the infringement defendant. Except in the case of an infringement action relating to an EarthShell Improvement or a Joint Improvement, to the extent Sweetheart does pursue an action against an apparent infringer pursuant to this Section 8(a), Sweetheart shall be entitled to withhold EC Profit Distribution payments from EarthShell under this Agreement to the extent necessary to reimburse it for all reasonable, third-party, out-of-pocket costs (including attorneys' fees) actually paid by Sweetheart and directly related to the pursuit of such action. Any such withheld EC Profit Distribution payments shall be deemed paid for the purpose of determining whether Sweetheart has achieved its Milestones.
Infringement Matters. The operation of the ECM Business, as such business is currently conducted, does not infringe, misappropriate or otherwise violate, nor since January 1, 2015 has the operation of the ECM Business infringed, misappropriated, or otherwise violated, any Intellectual Property Rights of any Person. Except as may be disclosed on Section 2.9(e) of the Seller Disclosure Schedule, (i) no member of Seller Group has received since the McKesson Transaction Closing Date any written notice, or to the Knowledge of Seller Group any other notice, that alleges that Seller Group’s or McKesson’s conduct of the ECM Business has infringed or misappropriated the Intellectual Property Rights of any Person with respect to ECM Owned Intellectual Property and (ii) McKesson has not received since January 1, 2015 any written notice, or to the Knowledge of Seller Group any other notice, that alleges that McKesson’s conduct of the ECM Business has infringed or misappropriated the Intellectual Property Rights of any Person with respect to ECM Owned Intellectual Property.
