Common use of Action Against Infringer Clause in Contracts

Action Against Infringer. Licensor shall have the first right, but not the obligation, to take action against others in the courts, administrative agencies or otherwise, at Licensor's cost and expense, to prevent or terminate infringement, misappropriation, imitation, illegal use or misuse of the Licensed Trademarks, Licensed Patents, and Other Licensed Intellectual Property, and to oppose or cancel applications or registrations of trademarks, service marks, trade dress, characters and designs that do or may conflict with any of the Licensed Trademarks. Company agrees to cooperate with Licensor in any litigation or other enforcement action that Licensor may undertake to enforce or protect the Licensed Trademarks, Licensed Patents, and Other Licensed Intellectual Property and, upon Licensor's request, to execute, file and deliver all documents and proof necessary for such purpose, including being named as a party to such litigation as required by law. All reasonable out-of-pocket expenses incurred by Company in connection therewith shall be reimbursed by Licensor. Company shall have the right to participate and be represented in any such action, suit or proceeding by its own counsel at its own expense. Company shall have no claim of any kind against Licensor based on or arising out of Licensor's handling of or decisions concerning any such action, suit, proceeding, settlement, or compromise, and Company hereby irrevocably releases Licensor from any such claim, provided, however, that Licensor shall not enter into any settlement or compromise of such action, suit or proceeding that affects or concerns the validity, enforceability, or ownership of any Licensed Trademarks, Licensed Patents, or the Other Licensed Intellectual Property without the prior written consent of Company, which consent shall not be unreasonably withheld.

Action Against Infringer. Licensor Priceline shall have the first right, but not the obligation, to take action against others in the courts, administrative agencies or otherwise, at LicensorPriceline's cost and expense, to prevent or terminate infringement, misappropriation, imitation, illegal use or misuse of the Licensed Trademarks, Licensed Patents, and Other Licensed Intellectual PropertyProperty in the Core Merchandise Field or the New Merchandise Field, and to oppose or cancel applications or registrations of trademarks, service marks, trade dress, characters and designs that do or may conflict with any of the Licensed TrademarksTrademarks in the Core Merchandise Field or the New Merchandise Field. Company WebHouse agrees to cooperate with Licensor Priceline in any litigation or other enforcement action that Licensor Priceline may undertake to enforce or protect the Licensed Trademarks, Licensed Patents, and Other Licensed Intellectual Property in the Core Merchandise Field or the New Merchandise Field and, upon LicensorPriceline's request, to execute, file and deliver all documents and proof necessary for such purpose, including being named as a party to such litigation as required by law. All reasonable out-of-pocket expenses incurred by Company WebHouse in connection therewith shall be reimbursed by LicensorPriceline. Company WebHouse shall have the right to participate and be represented in any such action, suit or proceeding by its own counsel at its own expense. Company WebHouse shall have no claim of any kind against Licensor Priceline based on or arising out of LicensorPriceline's handling of or decisions concerning any such action, suit, proceeding, settlement, or compromise, and Company WebHouse hereby irrevocably releases Licensor Priceline from any such claim, provided, however, that Licensor Priceline shall not enter into any settlement or compromise of such action, suit or proceeding that affects or concerns the validity, enforceability, or ownership of any Licensed Trademarks, Licensed Patents, or the Other Licensed Intellectual Property in the Core Merchandise Field or the New Merchandise Field [**]=Confidential Treatment requested for redacted portion without the prior written consent of CompanyWebHouse, which consent shall not be unreasonably withheld.

Action Against Infringer. Licensor shall have the first right, but not the obligation, to take action against others in the courts, administrative agencies or otherwise, at Licensor's ’s cost and expense, to prevent or terminate infringement, misappropriation, imitation, illegal use or misuse of the Licensed Trademarks, Licensed Patents, and Other Licensed Intellectual Property, and to oppose or cancel applications or registrations of trademarks, service marks, trade dress, characters and designs that do or may conflict with any of the Licensed Trademarks. Company agrees to cooperate with Licensor in any litigation or other enforcement action that Licensor may undertake to enforce or protect the Licensed Trademarks, Licensed Patents, and Other Licensed Intellectual Property and, upon Licensor's ’s request, to execute, file and deliver all documents and proof necessary for such purpose, including being named as a party to such litigation as required by law. All reasonable out-of-pocket expenses incurred by Company in connection therewith shall be reimbursed by Licensor. Company shall have the right to participate and be represented in any such action, suit or proceeding by its own counsel at its own expense. Company shall have no claim of any kind against Licensor based on or arising out of Licensor's ’s handling of or decisions concerning any such action, suit, proceeding, settlement, or compromise, and Company hereby irrevocably releases Licensor from any such claim, provided, however, that Licensor shall not enter into any settlement or compromise of such action, suit or proceeding that affects or concerns the validity, enforceability, or ownership of any Licensed Trademarks, Licensed Patents, or the Other Licensed Intellectual Property without the prior written consent of Company, which consent shall not be unreasonably withheld.