Common use of Conduct of Licensee Clause in Contracts

Conduct of Licensee. Licensee agrees that it will not knowingly do or suffer to be done during the Term or any renewal period of this License any act or thing that will materially impair the rights of GM in and to the Trademarks then licensed hereunder. GM hereby agrees to indemnify and defend Licensee and undertakes to hold it harmless against any claims or suits to the extent that such claim or suit arises out of the exploitation and use by Licensee of the Trademarks as authorized in this License with respect to Products, provided that the claim or suit arises in the Territory and prompt notice is given to GM of any such claim or suit and provided further that GM shall have the option to undertake and conduct, at GM’s expense, the defense of any suit brought and that no settlement of any such claim or suit is made without prior written consent of GM (which consent shall not be unreasonably delayed or withheld). Licensee shall participate in such defense, at its own expense, to protect its interests. GM shall keep Licensee informed on all material developments throughout the progress of any such defense, and GM shall not, without Licensee’s prior approval, which approval shall not be unreasonably withheld, enter into any consent, settlement, or other agreement which materially diminishes or restricts Licensee’s rights under this License or places any material restrictions or conditions upon Licensee’s use of the Trademarks with respect to Products.

Conduct of Licensee. Licensee agrees that it will not knowingly do or suffer to be ------------------- done during the Term or any renewal period of this License any act or thing that will materially impair in any way the rights of GM in and to the Trademarks Tradenames then licensed hereunder. GM hereby agrees to indemnify and defend Licensee and undertakes to hold it harmless against any claims or suits to the extent that such claim or suit arises out of the exploitation and use by Licensee of the Trademarks Tradenames as authorized in this License with respect to ProductsLicense, provided that the claim or suit arises in the Territory and prompt notice is given to GM of any such claim or suit and provided further provided, further, that GM shall have the option to undertake and conduct, at GM’s 's expense, the defense of any suit brought and that no settlement of any such claim or suit is made without prior written consent of GM (which consent shall not be unreasonably delayed or withheld). Licensee shall participate in such defense, at its own expense, to protect its interestsinterest. GM shall keep Licensee informed on of all material developments throughout the progress of any such defense, and GM shall not, without Licensee’s 's prior approval, approval (which approval shall not be unreasonably delayed or withheld), enter into any consent, settlement, or other agreement which materially diminishes or restricts Licensee’s 's rights under this License or places any material restrictions or conditions upon Licensee’s 's use of the Trademarks with respect to ProductsTradenames.

Conduct of Licensee. Licensee agrees that it will not knowingly do or ------------------- suffer to be done during the Term or any renewal period of this License any act or thing that will materially impair the rights of GM in and to the Trademarks then licensed hereunder. GM hereby agrees to indemnify and defend Licensee and undertakes to hold it harmless against any claims or suits to the extent that such claim or suit arises out of the exploitation and use by Licensee of the Trademarks as authorized in this License with respect to Products, provided that the claim or suit arises in the Territory and prompt notice is given to GM of any such claim or suit and provided further that GM shall have the option to undertake and conduct, at GM’s 's expense, the defense of any suit brought and that no settlement of any such claim or suit is made without prior written consent of GM (which consent shall not be unreasonably delayed or withheld). Licensee shall participate in such defense, at its own expense, to protect its interests. GM shall keep Licensee informed on all material developments throughout the progress of any such defense, and GM shall not, without Licensee’s 's prior approval, which approval shall not be unreasonably withheld, enter into any consent, settlement, or other agreement which materially diminishes or restricts Licensee’s 's rights under this License or places any material restrictions or conditions upon Licensee’s 's use of the Trademarks with respect to Products.