Common use of NO LIABILITY FOR VIOLATION Clause in Contracts

NO LIABILITY FOR VIOLATION. Licensor shall have no liability to Licensee or any other person, nor shall be there by any right of contribution against Licensor therefore, for any action or proceeding alleging any violation of any antitrust, trade regulation, or similar statute, or for unfair competition. Furthermore, in the event of any threatened or actual action or proceeding in which Licensee and Licensor are or may be charged with jointly violating any antitrust, trade regulation or similar statute, or any law pertaining to unfair competition, Licensee may, at its option, elect to be represented in such threatened or actual action or proceeding by Licensor's counsel at no cost to Licensee for fees, costs or expenses. Should Licensee elect in such event to be represented by Licensor's counsel, then Licensee shall relinquish any right to control or direct such threatened or actual action or proceeding, and Licensor shall maintain full control thereof. Such representation of Licensee shall continue only so long as Licensor's counsel, in its sole and absolute discretion, believes that it may properly and ethically represent both Licensor and Licensee. In the event that Licensor's counsel decides that it may no longer properly and ethically represent both Licensor and Licensee, then Licensor's counsel shall continue to represent Licensor only, and Licensee's continued defense shall be at Licensee's sole expense and shall be conducted by separate counsel.

Appears in 5 contracts

Samples: Trademarks License Agreement Agreement (Newtech Corp), Trademarks License Agreement Agreement (Newtech Corp), Trademarks License Agreement Agreement (Newtech Corp)

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NO LIABILITY FOR VIOLATION. Licensor shall have no liability to Licensee or any other person, nor shall be there by any right of contribution against Licensor therefore, for any action or proceeding alleging any violation of any antitrust, trade regulation, or similar statute, or for unfair competition. Furthermore, in the event of any threatened or actual action or proceeding in which Licensee and Licensor are or may be charged with jointly violating any antitrust, trade regulation or similar statute, or any law pertaining to unfair competition, Licensee may, at its option, elect to be represented in such threatened or actual action or proceeding by Licensor's counsel at no cost to Licensee for fees, costs or or- expenses. Should Licensee elect in such event to be represented by Licensor's counsel, then Licensee shall relinquish any right to control or direct such threatened or actual action or proceeding, and Licensor shall maintain full control thereof. Such representation of Licensee shall continue only so long as Licensor's counsel, in its sole and absolute discretion, believes that it may properly and ethically represent both Licensor and Licensee. In the event that Licensor's counsel decides that it may no longer properly and ethically represent both Licensor and Licensee, then Licensor's counsel shall continue to represent Licensor only, and Licensee's continued defense shall be at Licensee's sole expense and shall be conducted by separate counsel.

Appears in 3 contracts

Samples: Trademarks License Agreement Agreement (Newtech Corp), Trademarks License Agreement Agreement (Newtech Corp), Trademarks License Agreement Agreement (Newtech Corp)

NO LIABILITY FOR VIOLATION. Licensor shall have no liability to Licensee or any other person, nor shall there be there by any right of contribution against Licensor thereforetherefor, for any action or proceeding alleging any violation of any antitrust, trade regulation, or similar statute, or for unfair competition. Furthermore, in the event of any threatened or actual action or proceeding in which Licensee and Licensor are or may be charged with jointly violating any antitrust, trade regulation or similar statute, or any law pertaining to unfair competition, Licensee may, at its option, elect to be represented in such threatened or actual action or proceeding by Licensor's counsel at no cost to Licensee for fees, costs or expenses. Should Licensee elect in such event to be represented by Licensor's counsel, then Licensee shall relinquish any right to control or direct such threatened or actual action or proceeding, proceeding and Licensor shall maintain full control thereof. Such representation of Licensee shall continue only so long as Licensor's counsel, in its sole and absolute discretion, believes that it may properly and ethically represent both Licensor and Licensee. In the event that Licensor's counsel decides that it may no longer properly and ethically represent both Licensor and Licensee, then Licensor's counsel shall continue to represent Licensor only, and Licensee's continued defense shall be at Licensee's sole expense and shall be conducted by separate counsel.

Appears in 2 contracts

Samples: License Agreement (Salton Maxim Housewares Inc), License Agreement (Salton Maxim Housewares Inc)

NO LIABILITY FOR VIOLATION. Except as otherwise set forth in Section 17 6 of this Agreement, Licensor shall have no liability to Licensee or any other person, nor shall there be there by any right of contribution against Licensor therefore, . for any action or proceeding alleging any violation of any antitrust, trade regulation, or similar statute, . or for unfair competition. Furthermore, in the event of any threatened or actual action or proceeding in which Licensee and Licensor are or may be charged with jointly violating any antitrust, . trade regulation or similar statute, or any law pertaining to unfair competition, . Licensee may, at its option, elect to be represented in such threatened or actual action or proceeding by Licensor's ’s counsel at no cost to Licensee for fees, costs or expenses. Should Licensee elect in such event to be represented by Licensor's Licensors counsel, then Licensee shall relinquish any right to control or direct such threatened or actual action or proceeding, and Licensor shall maintain full control thereof. Such representation of Licensee shall continue only so long as Licensor's Licensors counsel, in its sole and absolute discretion, . believes that it may properly and ethically represent both Licensor and Licensee. In the event that Licensor's ’s counsel decides that it may no longer properly and ethically represent both Licensor and Licensee, then Licensor's Licensors counsel shall continue to represent Licensor only, and Licensee's ’s continued defense shall be at Licensee's ’s sole expense and shall be conducted by separate counsel.

Appears in 1 contract

Samples: License Agreement (Siyata Mobile Inc.)

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NO LIABILITY FOR VIOLATION. Except for Licensor’s obligations arising under this Agreement, including but not limited to those items for which the Licensor has agreed to indemnify the Licensee, Licensor shall have no liability to Licensee or any other person, nor shall be there by any right of contribution against Licensor therefore, for any action or proceeding alleging any violation of any antitrust, trade regulation, or similar statute, or for unfair competition. Furthermore, in the event of any threatened or actual action or proceeding in which Licensee and Licensor are or may be charged with jointly violating any antitrust, trade regulation or similar statute, or any law pertaining to unfair competition, Licensee may, at its option, elect to be represented in such threatened or actual action or proceeding by Licensor's counsel at no cost to Licensee for fees, costs or expenses. Should Licensee elect in such event to be represented by Licensor's counsel, then Licensee shall relinquish any right to control or direct such threatened or actual action or proceeding, and Licensor shall maintain full control thereof. Such representation of Licensee shall continue only so long as Licensor's counsel, in its sole and absolute discretion, believes that it may properly and ethically represent both Licensor and Licensee. In the event that Licensor's counsel decides that it may no longer properly and ethically represent both Licensor and Licensee, then Licensor's counsel shall continue to represent Licensor only, and Licensee's continued defense shall be at Licensee's sole expense and shall be conducted by separate counsel.

Appears in 1 contract

Samples: License Agreement (AirTouch Communications, Inc.)

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