Common use of Infringement Proceedings Clause in Contracts

Infringement Proceedings. In the event that the Purchaser learns, during the Term of this License, of any infringement or threatened infringement of the Licensed Marks, or any unfair competition, passing-off or dilution with respect to the Licensed Marks, Purchaser shall immediately notify Seller or its authorized representative giving particulars thereof, and Purchaser shall provide necessary information and assistance to Seller or its authorized representatives at Seller’s expense in the event that Seller decides that proceedings should be commenced. Notwithstanding the foregoing, Purchaser is not obligated to monitor or police use of the Licensed Marks by Third Parties other than as specifically set forth in Section 3.3 hereof. Except for those actions initiated by Purchaser pursuant to Section 3.3 hereof to enforce any sublicense or other agreement with any Subsidiary or Authorized Dealer, Seller shall have exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Seller, and all recoveries shall belong exclusively to Seller. Purchaser shall not and shall have no right to initiate any litigation, opposition, cancellation or related legal proceedings with respect to the Licensed Marks in its own name (except for those actions initiated by Purchaser pursuant to Section 3.3 hereof), but, at Seller’s request, agrees to cooperate with Seller at Seller’s expense to enforce its rights in the Licensed Marks, including to join or be joined as a party in any action taken by Seller against a third party for infringement or threatened infringement of the Licensed Marks, to the extent such joinder is required under mandatory local law for the prosecution of such an action. Seller shall incur no liability to Purchaser or any other Person under any legal theory by reason of Seller’s failure or refusal to prosecute or by Seller’s refusal to permit Purchaser to prosecute, any alleged infringement by Third Parties, nor by reason of any settlement to which Seller may agree.

Infringement Proceedings. In the event that the Purchaser learns, during the Term of this License, of any infringement or threatened infringement of the Licensed Marks, or any unfair competition, passing-off or dilution with respect to the Licensed Marks, Purchaser shall immediately notify Seller or its authorized representative giving particulars thereof, and Purchaser shall provide necessary information and assistance to Seller or its authorized representatives at Seller’s expense in the event that Seller decides that proceedings should be commenced. Notwithstanding the foregoing, Purchaser is not obligated to monitor or police use of the Licensed Marks by Third Parties other than as specifically set forth in Section 3.3 hereof. Except for those actions initiated by Purchaser pursuant to Section 3.3 hereof to enforce any sublicense or other agreement with any Subsidiary or Authorized Dealer, Seller shall have exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Seller, and all recoveries shall belong exclusively to Seller. Purchaser shall not and shall have no right to initiate any litigation, opposition, cancellation or related legal proceedings with respect to the Licensed Marks in its own name (except for those actions initiated by Purchaser pursuant to Section 3.3 hereof), but, at Seller’s request, agrees to cooperate with Seller and Agilent at Seller’s or Agilent’s expense to enforce its rights in the Licensed Marks, including to join or be joined as a party in any action taken by Seller or Agilent against a third party for infringement or threatened infringement of the Licensed Marks, to the extent such joinder is required under mandatory local law for the prosecution of such an action. Neither Agilent nor Seller shall incur no any liability to Purchaser or any other Person under any legal theory by reason of Seller’s or Agilent’s failure or refusal to prosecute or by Seller’s or Agilent’s refusal to permit Purchaser to prosecute, any alleged infringement by Third Parties, nor by reason of any settlement to which Seller or Agilent may agree.

Infringement Proceedings. In the event that the Purchaser learns, during the Term of this License, of any infringement or threatened infringement of the Licensed Marks, or any unfair competition, passing-off or dilution with respect to the Licensed Marks, Purchaser shall immediately notify Seller or its authorized representative giving particulars thereof, and Purchaser shall provide necessary information and assistance to Seller or its authorized representatives at Seller’s expense in the event that Seller decides that proceedings should be commenced. Notwithstanding the foregoing, Purchaser is not obligated to monitor or police use of the Licensed Marks by Third Parties other than as specifically set forth in Section 3.3 hereof. Except for those actions initiated by Purchaser pursuant to Section 3.3 hereof to enforce any sublicense or other agreement with any Subsidiary or Authorized Dealer, Seller shall have exclusive control of any litigation, opposition, cancellation cancellation, or related legal proceedings. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Seller, and all recoveries shall belong exclusively to Seller. Purchaser shall not and shall have no right to initiate any litigation, opposition, cancellation cancellation, or related legal proceedings with respect to the Licensed Marks in its own name (except for those actions initiated by Purchaser pursuant to Section 3.3 hereof), but, at Seller’s request, agrees to cooperate with Seller at Seller’s reasonable expense to enforce its rights in the Licensed Marks, including to join or be joined as a party in any action taken by Seller against a third party for infringement or threatened infringement of the Licensed Marks, to the extent such joinder is required under mandatory local law for the prosecution of such an action. Seller shall not incur no any liability to Purchaser or any other Person under any legal theory by reason of Seller’s failure or refusal to prosecute or by Seller’s refusal to permit Purchaser to prosecute, any alleged infringement by Third Parties, nor by reason of any settlement to which Seller may agree.

Infringement Proceedings. If Licensee becomes aware of any unauthorized ------------------------ use of the Marks or the Additional Marks by any third party, Licensee shall promptly notify Licensor. Licensor initially shall have the sole right and discretion to bring proceedings alleging infringement of the Marks or the Additional Marks, as applicable, passing off, trademark dilution, unfair competition and other claims related to the Marks or the Additional Marks against such third parties ("Offensive Proceedings") and to defend proceedings brought or threatened against Licensor or Licensee based on use of the Marks or the Additional Marks. Licensee shall, at Licensee's expense, take such steps as Licensor may reasonably request to assist Licensor in protecting Licensor's rights in the Marks or the Additional Marks, as applicable, and, at Licensor's request, shall pay one half (1/2) of the costs of such Offensive Proceedings. All money damages recovered from any such Offensive Proceeding shall be used, first, to cover all actual and direct expenses incurred by each party in connection with the Offensive Proceeding and, then, divided between Licensor and Licensee, on a pro rata basis, in accordance with Licensor's and Licensee's respective monetary contributions to conducting such Offensive Proceeding. In the event that the Purchaser learnsLicensor notifies Licensee that Licensor elects not to prosecute an Offensive Proceeding, during the Term of this LicenseLicensee may, of any infringement or threatened infringement of the Licensed Markssubject to Licensor's approval, or any unfair competitionbring such proceeding, passing-off or dilution with respect all expenses incurred in connection therewith to the Licensed Marksbe borne by Licensee, Purchaser shall immediately notify Seller or its authorized representative giving particulars thereof, and Purchaser shall provide necessary information and assistance to Seller or its authorized representatives at Seller’s expense in the event provided that Seller decides that proceedings should be commenced. Notwithstanding the foregoing, Purchaser is not obligated to monitor or police use of the Licensed Marks by Third Parties other than as specifically set forth in Section 3.3 hereof. Except for those actions initiated by Purchaser pursuant to Section 3.3 hereof to enforce any sublicense or other agreement with any Subsidiary or Authorized Dealer, Seller shall have exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Seller, and all recoveries shall belong exclusively to Seller. Purchaser shall not and shall have no right to initiate any litigation, opposition, cancellation or related legal proceedings with respect to the Licensed Marks in its own name (except for those actions initiated by Purchaser pursuant to Section 3.3 hereof), butLicensor shall, at Seller’s requestLicensor's expense, agrees take such steps as Licensee may reasonably request to cooperate with Seller at Seller’s expense to enforce its assist Licensee in protecting Licensee's rights in the Licensed Marks or the Additional Marks. All money damages recovered from any such Offensive Proceeding conducted by Licensee shall be used, including first, to join or be joined as a cover all actual and direct expenses incurred by each party in connection with the Offensive Proceeding; all remaining money damages recovered from any action taken such Offensive Proceeding conducted by Seller against a third party Licensee shall be for infringement or threatened infringement of the Licensed Marks, to the extent such joinder is required under mandatory local law for the prosecution of such an action. Seller shall incur no liability to Purchaser or any other Person under any legal theory Licensee's account and retained by reason of Seller’s failure or refusal to prosecute or by Seller’s refusal to permit Purchaser to prosecute, any alleged infringement by Third Parties, nor by reason of any settlement to which Seller may agreeLicensee.

Infringement Proceedings. If Licensee becomes aware of any unauthorized use of the Marks or the Additional Marks by any third party, Licensee shall promptly notify Licensor. Licensor initially shall have the sole right and discretion to bring proceedings alleging infringement of the Marks or the Additional Marks, as applicable, passing off, trademark dilution, unfair competition and other claims related to the Marks or the Additional Marks against such third parties ("Offensive Proceedings") and to defend proceedings brought or threatened against Licensor or Licensee based on use of the Marks or the Additional Marks. Licensee shall, at Licensee's expense, take such steps as Licensor may reasonably request to assist Licensor in protecting Licensor's rights in the Marks or the Additional Marks, as applicable, and, at Licensor's request, shall pay one half (1/2) of the costs of such Offensive Proceedings. All money damages recovered from any such Offensive Proceeding shall be used, first, to cover all actual and direct expenses incurred by each party in connection with the Offensive Proceeding and, then, divided between Licensor and Licensee, on a pro rata basis, in accordance with Licensor's and Licensee's respective monetary contributions to conducting such Offensive Proceeding. In the event that the Purchaser learnsLicensor notifies Licensee that Licensor elects not to prosecute an Offensive Proceeding, during the Term of this LicenseLicensee may, of any infringement or threatened infringement of the Licensed Markssubject to Licensor's approval, or any unfair competitionbring such proceeding, passing-off or dilution with respect all expenses incurred in connection therewith to the Licensed Marksbe borne by Licensee, Purchaser shall immediately notify Seller or its authorized representative giving particulars thereof, and Purchaser shall provide necessary information and assistance to Seller or its authorized representatives at Seller’s expense in the event provided that Seller decides that proceedings should be commenced. Notwithstanding the foregoing, Purchaser is not obligated to monitor or police use of the Licensed Marks by Third Parties other than as specifically set forth in Section 3.3 hereof. Except for those actions initiated by Purchaser pursuant to Section 3.3 hereof to enforce any sublicense or other agreement with any Subsidiary or Authorized Dealer, Seller shall have exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Seller, and all recoveries shall belong exclusively to Seller. Purchaser shall not and shall have no right to initiate any litigation, opposition, cancellation or related legal proceedings with respect to the Licensed Marks in its own name (except for those actions initiated by Purchaser pursuant to Section 3.3 hereof), butLicensor shall, at Seller’s requestLicensor's expense, agrees take such steps as Licensee may reasonably request to cooperate with Seller at Seller’s expense to enforce its assist Licensee in protecting Licensee's rights in the Licensed Marks or the Additional Marks. All money damages recovered from any such Offensive Proceeding conducted by Licensee shall be used, including first, to join or be joined as a cover all actual and direct expenses incurred by each party in connection with the Offensive Proceeding; all remaining money damages recovered from any action taken such Offensive Proceeding conducted by Seller against a third party Licensee shall be for infringement or threatened infringement of the Licensed Marks, to the extent such joinder is required under mandatory local law for the prosecution of such an action. Seller shall incur no liability to Purchaser or any other Person under any legal theory Licensee's account and retained by reason of Seller’s failure or refusal to prosecute or by Seller’s refusal to permit Purchaser to prosecute, any alleged infringement by Third Parties, nor by reason of any settlement to which Seller may agreeLicensee.

Infringement Proceedings. In the event that the Purchaser learns, during the Term of this License, of any infringement or threatened infringement of the Licensed Marks, or any unfair competition, passing-off or dilution with respect to the Licensed Marks, Purchaser shall immediately notify Seller or its authorized representative giving particulars thereof, and Purchaser shall provide necessary information and assistance to Seller or its authorized representatives at Seller’s expense in the event that Seller decides that proceedings should be commenced. Notwithstanding the foregoing, Purchaser is not obligated to monitor or police use of the Licensed Marks by Third Parties other than as specifically set forth in Section 3.3 hereof. Except for those actions initiated by Purchaser pursuant to Section 3.3 hereof to enforce any sublicense or other agreement with any Subsidiary or Authorized Dealer, Seller shall have exclusive control of any litigation, opposition, cancellation cancellation, or related legal proceedings. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Seller, and all recoveries shall belong exclusively to Seller. Purchaser shall not and shall have no right to initiate any litigation, opposition, cancellation cancellation, or related legal proceedings with respect to the Licensed Marks in its own name (except for those actions initiated by Purchaser pursuant to Section 3.3 hereof), but, at Seller’s request, agrees to cooperate with Seller and Agilent at Seller’s or Agilent’s expense to enforce its rights in the Licensed Marks, including to join or be joined as a party in any action taken by Seller or Agilent against a third party for infringement or threatened infringement of the Licensed Marks, to the extent such joinder is required under mandatory local law for the prosecution of such an action. Neither Agilent nor Seller shall incur no any liability to Purchaser or any other Person under any legal theory by reason of Seller’s or Agilent’s failure or refusal to prosecute or by Seller’s or Agilent’s refusal to permit Purchaser to prosecute, any alleged infringement by Third Parties, nor by reason of any settlement to which Seller or Agilent may agree.

Infringement Proceedings. In the event that the Purchaser BUYER learns, during the Term of this License, of any infringement or threatened infringement of the Licensed Marks, or any unfair competition, passing-off or dilution with respect to the Licensed Marks, Purchaser BUYER shall immediately notify Seller Agilent or its authorized representative giving particulars thereof, and Purchaser BUYER shall provide necessary information and assistance to Seller Agilent or its authorized representatives at SellerAgilent’s expense in the event that Seller Agilent decides that proceedings should be commenced. Notwithstanding the foregoing, Purchaser BUYER is not obligated to monitor or police use of the Licensed Marks by Third Parties other than as specifically set forth in Section 3.3 4.3 hereof. Except for those actions initiated by Purchaser BUYER pursuant to Section 3.3 4.3 hereof to enforce any sublicense or other agreement with any Subsidiary or Authorized Dealer, Seller Agilent shall have exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of SellerAgilent, and all recoveries shall belong exclusively to SellerAgilent. Purchaser BUYER shall not and shall have no right to initiate any litigation, opposition, cancellation or related legal proceedings with respect to the Licensed Marks in its own name (except for those actions initiated by Purchaser BUYER pursuant to Section 3.3 4.3 hereof), but, at SellerAgilent’s request, agrees to cooperate with Seller Agilent at SellerAgilent’s expense to enforce its rights in the Licensed Marks, including to join or be joined as a party in any action taken by Seller Agilent against a third party for infringement or threatened infringement of the Licensed Marks, to the extent such joinder is required under mandatory local law for the prosecution of such an action. Seller Agilent shall incur no liability to Purchaser BUYER or any other Person under any legal theory by reason of SellerAgilent’s failure or refusal to prosecute or by SellerAgilent’s refusal to permit Purchaser BUYER to prosecute, any alleged infringement by Third Parties, nor by reason of any settlement to which Seller Agilent may agree.

Infringement Proceedings. In the event that the Purchaser learns, during the Term of this License, Imagistics General Counsel learns of any infringement or violation or threatened infringement or violation of the Licensed Marks, the Licensed Copyrights, the Licensed Patents or the Licensed Technology, or any unfair competition, passing-off or dilution with respect to the Licensed Marks, Purchaser the Licensed Copyrights, the Licensed Patents or the Licensed Technology, Imagistics shall immediately notify Seller Pitney Bowes or its authorized representative giving particulars thereof, and Purchaser axx Xxagistics shall provide necessary information and assistance to Seller Pitney Bowes or its authorized representatives at Seller’s Pitney Bowes' expense in the event xxx xvent that Seller Pitney Bowes decides that proceedings should proceedinxx xxould be commenced. Notwithstanding the foregoingxxx xoregoing, Purchaser Imagistics is not obligated to monitor or police use of the Licensed Marks Marks, the Licensed Copyrights, the Licensed Patents and the Licensed Technology by Third Parties other than as specifically set forth in Section 3.3 hereof4.03. Except for those actions initiated by Purchaser pursuant to Section 3.3 hereof to enforce any sublicense or other agreement with any Subsidiary or Authorized Dealer, Seller Pitney Bowes shall have exclusive control of any litigation, opposition, cancellation caxxxxxation or related legal proceedings, relating to the use of the Licensed Marks by Third Parties. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of SellerPitney Bowes, and all recoveries shall belong exclusively to SellerPitney Bowes. Purchaser Xxxxxstics shall not and shall have no right to initiate any xxxx litigation, opposition, cancellation or related legal proceedings with respect to the Licensed Marks in its own name (except for those actions initiated by Purchaser pursuant to Section 3.3 hereof)name, but, at Seller’s Pitney Bowes' request, agrees to cooperate with Seller at Seller’s expense be joined as a party in any action taken bx Xxxney Bowes to enforce its rights in the Licensed Marks, including to join or be joined as a party in any action taken by Seller against a third party for infringement or threatened infringement of the Licensed MarksCopyxxxxxs, to the extent such joinder is required under mandatory local law for Licensed Patents or the prosecution of such an actionLicensed Technology. Seller Pitney Bowes shall incur no liability to Purchaser Imagistics or any other Person under any undxx xxy legal theory by reason of Seller’s Pitney Bowes' failure or refusal to prosecute or by Seller’s Pitney Bowes' refusal to permit Purchaser tx xxxmit Imagistics to prosecute, any alleged infringement infrinxxxxxt or violation by Third Parties, nor by reason of any settlement to which Seller Pitney Bowes may agree. In the event that Pitney Bowes requests that Imagisxxxx be joined as a party in any action taxxx xy Pitney Bowes to enforce its rights in the Licensed Marks, the Licensed Copyxxxxxs, the Licensed Patents or the Licensed Technology, Pitney Bowes shall provide outside counsel and pay Imagistics' expenses relxxxx to any such action; provided that Imagistics shall be responsible for the fees of any separate outside legal counsel or other attorneys' fees or other expenses.

Infringement Proceedings. In the event that the Purchaser learns, during the Term of this LicenseAgreement, of any infringement or threatened infringement of the Licensed Marks, or any unfair competition, passing-off or dilution with respect to the Licensed Marks, Purchaser shall immediately notify Seller or its authorized representative giving particulars thereof, and Purchaser shall provide necessary information and assistance to Seller or its authorized representatives at Seller’s 's expense in the event that Seller decides that proceedings should be commenced. Notwithstanding the foregoing, Purchaser is not obligated to monitor or police use of the Licensed Marks by Third Parties other than as specifically set forth in Section 3.3 4.3 hereof. Except for those actions initiated by Purchaser pursuant to Section 3.3 4.3 hereof to enforce any sublicense or other agreement with any Subsidiary or Authorized Dealer, Seller shall have exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Seller, and all recoveries shall belong exclusively to Seller. Purchaser shall not and shall have no right to initiate any litigation, opposition, cancellation or related legal proceedings with respect to the Licensed Marks in its own name (except for those actions initiated by Purchaser pursuant to Section 3.3 4.3 hereof), but, at Seller’s 's request, agrees to cooperate with Seller at Seller’s 's expense to enforce its rights in the Licensed Marks, including to join or be joined as a party in any action taken by Seller against a third party for infringement or threatened infringement of the Licensed Marks, to the extent such joinder is required under mandatory local law for the prosecution of such an action. Seller shall incur no liability to Purchaser or any other Person under any legal theory by reason of Seller’s 's failure or refusal to prosecute or by Seller’s 's refusal to permit Purchaser to prosecute, any alleged infringement by Third Parties, nor by reason of any settlement to which Seller may agree.