Advertising Claims. Subject to QC's indemnification obligations as set forth in Section 5.4(b), Claims regarding advertising in Publisher's Directory Products will be referred to Publisher. Publisher will use commercially reasonable efforts to promptly investigate, defend against and resolve the same.
Advertising Claims. The accuracy and appropriateness of all claims used in Creative's advertising or promotional materials which includes the Licensor Marks is the sole responsibility of Creative, even if Licensor is aware of the advertisement or promotional materials. viii CONFIDENTIAL EXHIBIT E ESCROW AGREEMENT ---------------- Account Number_________________ This Escrow Agreement ("ESCROW AGREEMENT") is effective as of_________________ 1996, among Data Securities International, Inc. ("DSI"), NetSpeak, Corp.("DEPOSITOR"), and Creative Technology, Ltd. ("PREFERRED BENEFICIARY"), which may collectively be referred to in this Escrow Agreement as "THE PARTIES".
A. Depositor and Preferred Beneficiary have entered or will enter into a Technology License and Development Agreement (referred to in this Escrow Agreement as the "LICENSE AGREEMENT") regarding certain proprietary technology of Depositor, including Source Code (as defined in the License Agreement) and related Documentation (as defined in the License Agreement) of Depositor (collectively, the "PROPRIETARY TECHNOLOGY").
B. Depositor desires to avoid access to its Proprietary Technology except under certain limited circumstances.
C. The availability of the Depositor's Proprietary Technology is critical to Preferred Beneficiary in the conduct of its business and, therefore, Preferred Beneficiary needs access to the Proprietary Technology under certain limited circumstances.
D. Depositor and Preferred Beneficiary desire to establish an escrow with DSI to provide for the retention, administration and controlled access of the Proprietary Technology materials of Depositor.
E. The parties desire this Escrow Agreement to be supplementary to the License Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).
Advertising Claims. Subject to Verizon’s indemnification obligations as set forth in Section 5.4(b), Claims regarding advertising in Publisher’s Directory Products shall be referred to Publisher. Publisher shall use commercially reasonable efforts to promptly investigate, defend against and resolve the same.
Advertising Claims. The accuracy and appropriateness of all claims used in advertising or promotional materials which includes one or more of the Licensed Marks is the sole responsibility of YOU, YOUR Subsidiary, or YOUR Distributor, as the case may be, even though IBM may have reviewed the advertisement or promotional materials in question pursuant to this Agreement.
Advertising Claims. Subject to Spinco's indemnification obligations as set forth in Section 5.4(b), Claims regarding advertising in Publisher's Directory Products shall be referred to Publisher. Publisher shall use commercially reasonable efforts to promptly investigate, defend against and resolve the same.
Advertising Claims. The accuracy and appropriateness of all claims used in Motorola's advertising or promotional materials which includes the Trademarks is the sole responsibility of Motorola, even if NetSpeak is aware of the advertisement or promotional materials. Exhibit E STANDARD WEBPHONE LICENSE AGREEMENT NetSpeak Corporation WebPhone(R) Version 3.0 License Agreement BY INSTALLING AND RUNNING THIS SOFTWARE PROGRAM YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CONTINUE THIS INSTALLATION AND DELETE ANY PORTIONS OF THIS SOFTWARE ALREADY INSTALLED ON YOUR DISK DRIVE.
Advertising Claims. In no event may the Buyer under any circumstances make any direct or indirect pharmaceutical or therapeutic claims for the Brands (including, without limitation, any claim of affect on bodily functions or any claim of any biochemical or physiological change) which would require regulatory approval by the United States Food and Drug Administration, or equivalent agency outside the United States if it were marketed in the United States (the "Restricted Claims"). Buyer shall not be liable for Restricted Claims made without Buyer's authorization or approval by third parties who purchase the Brands from the Buyer (collectively, the "Purchasers"). Buyer shall advise Purchasers in writing prior to entering into any transaction with such Purchasers that the Restricted Claims may not be made. If Buyer learns that any Purchaser or third party has made or is making any Restricted Claim, it shall demand in writing that the Purchaser or third party cease and desist from making such Restricted Claim(s). If the Purchaser fails to comply with Buyer's demand within sixty (60) days' receipt thereof, Buyer shall terminate any relationship with the Purchaser pertaining to the Brands. In the event that a claim is made against Seller or Seller is found liable by reason of Buyer's breach of this Paragraph 13, Buyer shall indemnify and hold Seller harmless from the corresponding claims, damages, litigation, judgments, costs and expenses, including reasonable attorneys' fees and costs, subject to the terms of Paragraph 16.1
Advertising Claims. Claims regarding advertising in the Directories covered by this Appendix B shall be referred to ALLTEL. ALLTEL shall use commercially reasonable efforts to promptly investigate, defend against, and resolve the same.
Advertising Claims. Subject to SureWest's indemnification obligations as set forth in Section 5.4(b), Claims regarding advertising in Publisher's Directory Products shall be referred to Publisher. Publisher shall use commercially reasonable efforts to promptly investigate, defend against and resolve the same.
Advertising Claims. Claims regarding advertising in the Directories covered by this Appendix B shall be referred to Aliant. Aliant shall use commercially reasonable efforts to promptly investigate, defend against, and resolve the same.
