Common use of No Attempt to Invalidate Clause in Contracts

No Attempt to Invalidate. Northern Trust agrees that, in the absence of a subpoena or court order requiring its participation or support, no Northern Trust Entity shall participate in or support any suit, claim, action, litigation, administrative proceeding, or proceeding of any nature brought against LML that challenges the validity or enforceability of the LML Patents so long as Northern Trust Entities: (a) have a license to the LML Patents, subject to Section 6 (Change in Control / Acquisitions); (b) are fully released for all claims of Infringement of the LML Patents, subject to Section 6 (Change in Control / Acquisitions); or (c) are not accused of Infringement of any LML Patent, subject to Section 6 (Change in Control / Acquisitions). However, any Northern Trust Entity may challenge the validity and/or enforceability of the LML Patents if: (i) any suit, claim, action, litigation or proceeding to enforce one or more of the LML Patents is brought against any Northern Trust Entity related to one or more of the LML Patents, or places any Northern Trust Entity in a reasonable apprehension of being sued on one or more of the LML Patents, or (ii) any Northern Trust Entity receives a request for indemnification related to an LML Patent, but only after the Northern Trust Entity has provided thirty (30) days written notice to LML of its intent to challenge the validity or enforceability of the asserted LML Patent(s).

Appears in 1 contract

Samples: Settlement and License Agreement (LML Payment Systems Inc)

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No Attempt to Invalidate. Northern Trust BNYM agrees that, in the absence of a subpoena or court order requiring its participation or support, no Northern Trust BNYM Entity shall participate in or support any suit, claim, action, litigation, administrative proceeding, or proceeding of any nature brought against LML that challenges the validity or enforceability of the LML Patents so long as Northern Trust the BNYM Entities: (a) have a license to the LML Patents, subject to Section 6 (Change in Control / Acquisitions); (b) are fully released for all claims of Infringement of the LML Patents, subject to Section 6 (Change in Control / Acquisitions); or and (c) are not accused of Infringement of any LML Patent, subject to Section 6 (Change in Control / Acquisitions). However, any Northern Trust Entity the BNYM Entities may challenge the validity and/or or enforceability of the LML Patents if: (i) any suit, claim, action, litigation or proceeding to enforce one or more of the LML Patents is brought against any Northern Trust a BNYM Entity related to one or more of the LML Patents, or places any Northern Trust a BNYM Entity in a reasonable apprehension of being sued on one or more of the LML Patents, or (ii) any Northern Trust a BNYM Entity receives a request for indemnification related to an LML Patent, but only after the Northern Trust BNYM Entity has provided thirty (30) days written notice to LML of its intent to challenge the validity or enforceability of the asserted LML Patent(s).

Appears in 1 contract

Samples: Settlement and License Agreement (LML Payment Systems Inc)

No Attempt to Invalidate. Northern Trust M&I agrees that, in the absence of a subpoena or court order requiring its participation or support, no Northern Trust M&I Entity shall participate in or support any suit, claim, action, litigation, administrative proceeding, or proceeding of any nature brought by or against LML that challenges the validity or enforceability of the LML Patents so long as Northern Trust the M&I Entities: (a) have a license to the LML Patents, subject to Section 6 (Change in Control / Acquisitions); (b) are fully released for all claims of Infringement of the LML Patents, subject to Section 6 (Change in Control / Acquisitions); or (c) are not accused of Infringement of any LML Patent, subject to Section 6 (Change in Control / Acquisitions). However, any Northern Trust Entity the M&I Entities may challenge the validity and/or or enforceability of the LML Patents if: (i) any suit, claim, action, litigation or proceeding to enforce one or more of the LML Patents is brought against any Northern Trust a M&I Entity related to one or more of the LML Patents, or places any Northern Trust a M&I Entity in a reasonable apprehension of being sued on one or more of the LML Patents, or (ii) any Northern Trust a M&I Entity receives a request for indemnification related to an LML Patent, but only after the Northern Trust M&I Entity has provided thirty sixty (3060) days written notice to LML Entities of its intent to challenge the validity or enforceability of the asserted LML Patent(s).

Appears in 1 contract

Samples: Settlement and License Agreement (LML Payment Systems Inc)

No Attempt to Invalidate. Northern Trust Capital One agrees that, in the absence of a subpoena or court order requiring its participation or support, no Northern Trust Capital One Entity shall participate in or support any suit, claim, action, litigation, administrative proceeding, or proceeding of any nature brought against LML that challenges the validity or enforceability of the LML Patents so long as Northern Trust the Capital One Entities: (a) have a license to the LML Patents, subject to Section 6 (Change in Control / Acquisitions); (b) are fully released for all claims of Infringement of the LML Patents, subject to Section 6 (Change in Control / Acquisitions); or (c) are not accused of Infringement of any LML Patent, subject to Section 6 (Change in Control / Acquisitions). However, any Northern Trust Entity the Capital One Entities may challenge the validity and/or or enforceability of the LML Patents if: (i) any suit, claim, action, litigation or proceeding to enforce one or more of the LML Patents is brought against any Northern Trust a Capital One Entity related to one or more of the LML Patents, or places any Northern Trust a Capital One Entity in a reasonable apprehension of being sued on one or more of the LML Patents, or (ii) any Northern Trust a Capital One Entity receives a request for indemnification related to an LML Patent, but only after the Northern Trust Capital One Entity has provided thirty sixty (3060) days written notice to LML of its intent to challenge the validity or enforceability of the asserted LML Patent(s).

Appears in 1 contract

Samples: Settlement and License Agreement (LML Payment Systems Inc)

No Attempt to Invalidate. Northern Trust HSBC agrees that, in the absence of a subpoena or court order requiring its participation or support, no Northern Trust HSBC Entity shall participate in or support any suit, claim, action, litigation, administrative proceeding, or proceeding of any nature brought against LML that challenges the validity or enforceability of the LML Patents so long as Northern Trust the HSBC Entities: (a) have a license to the LML Patents, subject to Section 6 (Change in Control / Control/Acquisitions); (b) are fully released for all claims of Infringement of the LML Patents, subject to Section 6 (Change in Control / Control/Acquisitions); or (c) are not accused of Infringement of any LML Patent, subject to Section 6 (Change in Control / Control/Acquisitions). However, any Northern Trust Entity the HSBC Entities may challenge the validity and/or or enforceability of the LML Patents if: (i) any suit, claim, action, litigation or proceeding to enforce one or more of the LML Patents is brought against any Northern Trust an HSBC Entity related to one or more of the LML Patents, or places any Northern Trust an HSBC Entity in a reasonable apprehension of being sued on one or more of the LML Patents, or (ii) any Northern Trust an HSBC Entity receives a request for indemnification related to an LML Patent, but only after the Northern Trust HSBC Entity has provided thirty (30) days written notice to LML of its intent to challenge the validity or enforceability of the asserted LML Patent(s).

Appears in 1 contract

Samples: Settlement and License Agreement (LML Payment Systems Inc)

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No Attempt to Invalidate. Northern Trust Citi agrees that, in the absence of a subpoena or court order requiring its participation or support, no Northern Trust Citi Entity shall participate in or support any suit, claim, action, litigation, administrative proceeding, or proceeding of any nature brought against LML that challenges the validity or enforceability of the LML Patents so long as Northern Trust the Citi Entities: (a) have a license to the LML Patents, subject to Section 6 (Change in Control / Control/Acquisitions); (b) are fully released for all claims of Infringement of the LML Patents, subject to Section 6 (Change in Control / Control/Acquisitions); or and (c) are not accused of Infringement of any LML Patent, subject to Section 6 (Change in Control / Control/Acquisitions). However, any Northern Trust Entity the Citi Entities may challenge the validity and/or or enforceability of the LML Patents if: (i) any suit, claim, action, litigation or proceeding to enforce one or more of the LML Patents is brought against any Northern Trust a Citi Entity related to one or more of the LML Patents, or places any Northern Trust a Citi Entity in a reasonable apprehension of being sued on one or more of the LML Patents, or (ii) any Northern Trust a Citi Entity receives a request for indemnification related to an LML Patent, but only after the Northern Trust Citi Entity has provided thirty sixty (3060) days written notice to LML of its intent to challenge the validity or enforceability of the asserted LML Patent(s).

Appears in 1 contract

Samples: Settlement and License Agreement (LML Payment Systems Inc)

No Attempt to Invalidate. Northern Trust agrees The First National Defendants agree that, in the absence of a subpoena or court order requiring its their participation or support, no Northern Trust Entity they shall not participate in or support any suit, claim, action, litigation, administrative proceeding, or proceeding of any nature brought against LML that challenges the validity or enforceability of the LML Patents so long as Northern Trust the First National Entities: (a) have a license to the LML Patents, subject to Section 6 (Change in Control / Acquisitions); (b) are fully released for all claims of Infringement of the LML Patents, subject to Section 6 (Change in Control / Acquisitions); or (c) are not accused of Infringement of any LML Patent, subject to Section 6 (Change in Control / Acquisitions). However, any Northern Trust Entity the First National Entities may challenge the validity and/or or enforceability of the LML Patents if: (i) any suit, claim, action, litigation or proceeding to enforce one or more of the LML Patents is brought against any Northern Trust a First National Entity or Covered Third Party related to one or more of the LML Patents, or places any Northern Trust a First National Entity or Covered Third Party in a reasonable apprehension of being sued on one or more of the LML Patents, or (ii) any Northern Trust a First National Entity receives a request for indemnification related to an LML Patent, but only after the Northern Trust First National Entity has provided thirty sixty (3060) days written notice to LML of its intent to challenge the validity or enforceability of the asserted LML Patent(s).

Appears in 1 contract

Samples: Settlement and License Agreement (LML Payment Systems Inc)

No Attempt to Invalidate. Northern Trust Union Bank agrees that, in the absence of a subpoena or court order requiring its participation or support, no Northern Trust Entity it shall not participate in or support any suit, claim, action, litigation, administrative proceeding, or proceeding of any nature brought against LML that challenges the validity or enforceability of the LML Patents so long as Northern Trust the Union Bank Entities: (a) have a license to the LML Patents, subject to Section 6 (Change in Control / Acquisitions); (b) are fully released for all claims of Infringement of the LML Patents, subject to Section 6 (Change in Control / Acquisitions); or and (c) are not accused of Infringement of any LML Patent, subject to Section 6 (Change in Control / Acquisitions). However, any Northern Trust Entity the Union Bank Entities may challenge the validity and/or or enforceability of the LML Patents if: (i) any suit, claim, action, litigation or proceeding to enforce one or more of the LML Patents is brought against any Northern Trust a Union Bank Entity or Covered Third Party related to one or more of the LML Patents, or places any Northern Trust a Union Bank Entity or Covered Third Party in a reasonable apprehension of being sued on one or more of the LML Patents, or (ii) any Northern Trust a Union Bank Entity receives a request for indemnification related to an LML Patent, but only after the Northern Trust Union Bank Entity has provided thirty sixty (3060) days written notice to LML of its intent to challenge the validity or enforceability of the asserted LML Patent(s).

Appears in 1 contract

Samples: Settlement and License Agreement (LML Payment Systems Inc)

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