Common use of Judgments and Settlements Clause in Contracts

Judgments and Settlements. If, by the terms of: (i) a settlement of any claim against VisiJet or ▇▇▇▇▇▇▇, or (ii) a judgment, decree or decision of a court, tribunal or other authority of competent jurisdiction finding that the sale of any of the Products infringed a patent, or violated any other proprietary rights of any third party, and VisiJet is required to compensate or pay damages to such third party, ▇▇▇▇▇▇▇ will pay all such damages up to the amount paid by VisiJet to ▇▇▇▇▇▇▇ pursuant to this Agreement. In the event that VisiJet is unable to continue to sell the Product in any country in the Territory due to potential infringement of a third party's rights, ▇▇▇▇▇▇▇ will, at its sole option and expense: (a) replace or modify the infringing Product so that it becomes non-infringing as long as functionality is not materially and adversely affected; or (b) procure the right to continue manufacturing and selling the Products; or (c) if ▇▇▇▇▇▇▇ is unable to replace or modify the infringing Product or to procure the right to continue to manufacture and sell the Products on commercially reasonable terms, terminate the Agreement and return to VisiJet a prorated portion of the one million EURO payment required by Section 2.1 above based on the remaining Term of the Agreement at the time of such termination.