Infringements Each Assignor agrees, promptly upon learning thereof, to furnish the Collateral Agent in writing with all pertinent information available to such Assignor with respect to any infringement, contributing infringement or active inducement to infringe any of such Assignor's rights in and to in any Patent or Copyright or to any claim that such Assignor's practice of any Patent or use of any Copyright violates any property right of a third party, or with respect to any misappropriation of any Trade Secret Right or any claim that such Assignor's practice of any Trade Secret Right violates any property right of a third party. Each Assignor further agrees, absent direction of the Collateral Agent to the contrary, diligently to prosecute any Person infringing any Patent or Copyright or any Person misappropriating any Trade Secret Right in accordance with commercially reasonable business practices.
Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.
Infringement by Third Parties Each of GW Pharma and Otsuka shall promptly notify the other in writing of any alleged or threatened infringement or any challenge to the validity of any GW Pharma Patent Rights or Otsuka Patent Rights in the Territory or any challenge to GW Pharma’s ownership of, or Otsuka’ right to use, the GW Pharma Patent Rights in the Territory of which they become aware. Challenges to the validity of GW Pharma Patent Rights (including Joint Patents) will be dealt with by GW Pharma in accordance with the provisions of Section 7.2(a). Challenges to the validity of Otsuka Patent Rights will be dealt with by Otsuka in accordance with the provisions of Section 7.2(a). Both Parties shall use their commercially reasonable efforts in cooperating with each other to terminate any infringement without litigation. GW Pharma shall have the first right, at its expense, to bring and control any action or proceeding with respect to infringement of any GW Pharma Patent Rights in the Field including any counterclaim for invalidity or unenforceability or any declaratory judgment action in the Territory by counsel of its own choice, and Otsuka shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Otsuka shall have the right, but not the obligation, at its expense to bring and control any action or proceedings with respect to infringement of any Otsuka Patent Rights in the Territory. If GW Pharma fails to bring an action or proceeding with respect to infringement of any GW Pharma Patent Rights in the Field in the Territory within (a) sixty (60) days following the notice of alleged infringement or (b) thirty (30) days before the time limit, if any, set forth in the appropriate Laws and regulations for the filing of such actions, whichever comes first, Otsuka shall have the right to bring and control any such action at its own expense and by counsel of its own choice and shall have the right to join GW Pharma as a co-plaintiff if GW Pharma is a necessary party, as advised by Otsuka’s counsel, at Otsuka’s cost and expense. GW Pharma shall also have the right, at its own expense, to be represented in any such action by counsel of its own choice. In the event a Party brings an infringement action regarding GW Pharma Patent Rights, the other Party shall cooperate fully with the Party bringing such action. Neither Party shall have the right to settle any infringement litigation under this Section 7.3. regarding an infringement of any GW Pharma Patent Rights in the Territory in the Field without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. For clarity, this means that if Otsuka has conduct of any action it shall not settle any counter-claim for invalidity of a GW Pharma Patent Right (including a Joint Patent) without the prior consent of GW Pharma. Except as otherwise agreed to by the Parties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation shall first be applied to reimbursement of the Party first bringing such litigation, then to reimbursement of a Party joining such litigation, and finally any amount remaining shall be shared between the Parties with Otsuka retaining *** percent (***%) thereof and GW Pharma retaining *** percent (***%) thereof. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Infringement Indemnity NACR, at NACR’s expense, will defend, indemnify, and hold harmless CUSTOMER and CUSTOMER’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER in any way without the consent of CUSTOMER, which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) an Indemnified Party, at NACR’s expense, provides all reasonable information and assistance requested by NACR to handle the defense and/or settlement of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to participate in an advisory capacity in discussions, negotiations, or proceedings of the Claim.
Covenants Not to Xxx Each of the Releasing Parties hereby promises, covenants and agrees not to xxx any of the Lender Released Parties, and not to bring any legal action or proceeding of any kind, at any time, against any of the Lender Released Parties, in any court or administrative proceeding, in any venue, which legal action or proceeding (a) violates any covenant, condition, representation or warranty made by the Releasing Parties in this Agreement, in any other Loan Documents or in any of the Previous Loan Documents, or (b) directly or indirectly seeks to (i) obtain or procure issuance of any temporary restraining order, or preliminary injunction, or permanent injunction, or any other equitable or provisional relief against any of the Lender Released Parties based on acts or omissions which allegedly occurred prior to the Effective Date of this Agreement, or (ii) impose or bring any Lender Liability Claims on or against any of the Lender Released Parties based on acts or omissions which allegedly occurred prior to the Effective Date of this Agreement, or (iii) obtain or impose on any of the Lender Released Parties any injunctive relief based on acts or omissions which allegedly occurred prior to the Effective Date of this Agreement. The foregoing covenants not to xxx are permanent and shall survive the expiration or termination of this Agreement.
Covenant Not to Xxx Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to Section 6 above. If Borrower or any of its successors, assigns or other legal representatives violates the foregoing covenant, Borrower, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.
Infringement Remedies If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.
No Infringement by Third Parties Except as and to the extent -------------------------------- publicly disclosed in the Company SEC Reports or as set forth in Section 2.14(j) of the Company Disclosure Schedule, to the knowledge of the Company, no third party is misappropriating, infringing, diluting, or violating any Intellectual Property owned or exclusively licensed by the Company or any of its subsidiaries, and no such claims have been brought against any third party by the Company or any of its subsidiaries.
Infringement and Defense of Licensee SAP shall defend Licensee against claims brought against Licensee in the Territory by any third party alleging that Licensee's Use of the Software, in accordance with the terms and conditions of this Agreement, constitutes a direct infringement or misappropriation of such third party’s patent claim(s), copyright or trade secret rights, and SAP will pay damages finally awarded against Licensee (or the amount of any settlement SAP enters into) with respect to such claims. This obligation of SAP shall not apply if the alleged infringement or misappropriation results from (i) Use of the Software in conjunction with any other software; (ii) Use of the Software with an apparatus other than a Designated Unit; (iii) failure to promptly use an update provided by SAP if such infringement or misappropriation could have been avoided by use of the update; or (iv) any Use not permitted by this Agreement. This obligation of SAP also shall not apply if Licensee fails to timely notify SAP in writing of any such claim; however Licensee’s failure to provide or delay in providing such notice shall not relieve SAP of its obligations under this Section except to the extent SAP is prejudiced by Licensee’s failure to provide or delay in providing such notice. SAP is permitted to control fully the defense and any settlement of any such claim as long as such settlement shall not include a financial obligation on or admission of liability by Licensee. In the event Licensee declines SAP’s proffered defense, or otherwise fails to give full control of the defense to SAP’s designated counsel, then Licensee waives SAP’s obligations under this Section 8.1. Licensee shall reasonably cooperate in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to SAP. SAP expressly reserves the right to cease such defense of any claim(s) in the event the Software is no longer alleged to infringe or misappropriate, or is held not to infringe or misappropriate, the third party’s rights. SAP may settle or mitigate damages from any claim or potential claim by substituting alternative substantially equivalent non-infringing programs and supporting documentation for the Software. Licensee shall not undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation of the Software that is prejudicial to SAP’s rights.
Infringement Indemnification If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.