Notwithstanding Sections 12. 1 and 12.2, above, the indemnifying party shall be required to indemnify the indemnified party only if: (i) the indemnified party notifies the indemnifying party, promptly in writing, not later than fifteen (15) days after the indemnified party receives written notice of the claim, (ii) the indemnified party gives the indemnifying party sole control of the defense and any settlement negotiations; (iii) the indemnified party gives the indemnifying party the reasonable information, authority, and assistance the indemnifying party needs to defend against or settle the claim, and (iv) the indemnifying party shall not be responsible for any costs and expenses, including attorneys’ fees, incurred by the indemnified party to monitor the defense or settlement of the claim by the indemnifying party. Notwithstanding the foregoing, in connection with the defense or settlement of any such claim, the indemnifying party may not make any admissions on the indemnified party’s behalf, may not agree to any injunctive relief or restrictive covenants affecting the indemnified party, and may not settle or compromise any claim in a manner that does not unconditionally release the indemnified party from liability thereunder, without the indemnified party’s prior written consent.
Notwithstanding Sections 12. 1 and 12.2, the Parties agree that Licensee may assign the Agreement without Northwestern’s consent to an Affiliate or to an acquirer of Licensee of all or substantially all of Licensee’s assets and business related to the Patent Rights or Know-How; provided, however, that no such assignment will be effective unless and until the assignee delivers to Northwestern such assignee’s agreement in writing to assume and perform all of Licensee’s obligations under the Agreement, in which case Licensee shall be relieved of any further liability under this Agreement.
Notwithstanding Sections 12. 1 and 12.2, TEECOM may file a claim or institute any action or proceeding in any court having jurisdiction to protect its intellectual property or confidential or proprietary information.
Notwithstanding Sections 12. 1 through 12.3, the Patent Committee may allocate ownership of a particular item of intellectual property to improve the prospects of obtaining patent protection with respect to such item of intellectual property, even if such allocation is not in accordance with the terms of Sections 12.1 through 12.3, so long as the Parties mutually agree to such allocation.
Notwithstanding Sections 12. 5.1 and 12.5.2 hereof, with respect to any Customer Complaint relating to the Current Block or to JMC's servicing of the JMC-Processed Business, to the extent FTB, FTBR or any FTB Employee is named in such Customer Complaint or is alleged to have participated in any manner related to the Customer Complaint, FTB or FTBR, as the case may be, shall participate in the resolution of the Customer Complaint.
Notwithstanding Sections 12. 1 – 12.3, the Patent Committee may allocate ownership of a particular item of intellectual property to improve the prospects of obtaining patent protection with respect to such item of intellectual property, even if such allocation is not in accordance with the terms of Sections 12.1 – 12.3, so long as the Parties mutually agree to such allocation. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Notwithstanding Sections 12. 2.2 and 12.2.3, the Agent may, without the consent of the Lenders, make amendments to the Loan Documents that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency, but shall immediately notify the Lenders of any such action. The Agent may also discharge any Security to the extent necessary to allow any Obligor to complete any sale or other disposition of Property or other action (including the transfer of Aircraft from one jurisdiction to another or secured financing of particular Property) that is made in accordance with this Agreement (including pursuant to any consent, waiver or other decision by the Lenders or Required Lenders).
Notwithstanding Sections 12. 8.1 and 12.8.2 above, the parties may bring court proceedings or claims against each other only (i) as part of separate litigation commenced by an unrelated third party, or (ii) if not first sought from the arbitrator, solely to obtain preliminary injunctive relief or other interim remedies pending conclusion of the arbitration.
Notwithstanding Sections 12. 1 and 12.2, the parties agree that Licensee may assign the Agreement to an acquirer of all or substantially all of Licensee’s assets and business related to the Patent Rights; provided, however, that no such assignment will be effective unless and until the assignee delivers to Northwestern such assignee’s agreement in writing to assume and perform all of Licensee’s obligations under the Agreement, in which case Licensee shall be relieved of any further liability under this Agreement.
