Common use of Control of Infringement Claims Clause in Contracts

Control of Infringement Claims. (i) Acquirer shall give Planet Payment prompt written notice of any Infringement Claim of which it becomes aware. Planet Payment shall have the sole authority, through counsel of its choosing, to assume the direction and control of the defense of any Infringement Claim, including appeals, negotiations and any settlement or compromise thereof, for so long as Planet Payment defends the claim in good faith. (ii) If Acquirer is named in any proceeding involving an Infringement Claim and Planet Payment is not named in that proceeding, Planet Payment and any of its affiliates may seek leave to intervene in the proceeding, and Acquirer agrees not to oppose that intervention. (iii) Planet Payment shall keep Acquirer informed of the status of any Infringement Claim, including regarding significant developments during its pendency, if that would not jeopardize the privileged or otherwise protected status of that information, and shall consider Acquirer’s views. However, all Planet Payment decisions made and implemented in good faith shall bind Acquirer. (iv) Acquirer shall provide (and shall ensure that their respective affiliates provide) all reasonable assistance and any needed authority to Planet Payment to enable Planet Payment fully to control, defend and settle any Infringement Claim, including, as applicable, to be joined as parties. PROVIDED THAT Acquirer shall approve the terms of any settlement or compromise, such approval not to be unreasonably withheld or delayed. Such approval shall not be required so long as Acquirer shall be able to continue to use the services to be provided by Planet Payment hereunder, substantially in the manner and for the cost contemplated by this Agreement.

Control of Infringement Claims. (ia) Acquirer Planet Payment shall give Planet Payment the Acquirer prompt written notice of any Infringement Claim of which it becomes aware. Acquirer shall give Planet Payment prompt notice of any Infringement Claim of which it is notified in writing. Failure by Acquirer to so notify Planet Payment shall have not relieve Planet Payment from its indemnity obligation under this Agreement except to the sole authorityextent that Planet Payment suffers actual prejudice as a result of such failure. If an Acquirer Indemnified Person is entitled to indemnification hereunder, through counsel of its choosingprovided the action is also brought against Planet Payment, Planet Payment shall be entitled to assume the direction and control of the defense of any Infringement Claim, including appeals, negotiations and such action or proceeding with counsel reasonably satisfactory to the Acquirer. If any settlement or compromise thereof, for so long as Planet Payment defends the claim in good faith. (ii) If Acquirer Indemnified Person is named in any proceeding involving an Infringement Claim and Planet Payment is not named in that proceeding, Planet Payment and any of its affiliates may Affiliates may, but shall not be obligated to, seek leave to intervene in the proceeding, proceeding and Acquirer agrees not to oppose that interventionintervention and, in the event that such leave to intervene is granted, Planet Payment shall be entitled to assume the defense of any such action or proceeding in accordance with this section. If Planet Payment does not assume the defense pursuant to the foregoing, then the Acquirer shall assume the defense but at the expense of Planet Payment. Upon assumption by Planet Payment of such defense, the Acquirer Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but Planet Payment shall not be liable for any legal expenses of other counsel subsequently incurred by the Acquirer Indemnified Person in connection with the defense thereof unless (i) Planet Payment has agreed to pay such fees and expenses, (ii) Planet Payment shall have failed to employ counsel reasonably satisfactory to the Acquirer in a timely manner, or (iii) the Acquirer Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between Planet Payment and the Acquirer Indemnified Person, which may include situations in which there are one or more legal defenses available to the Acquirer Indemnified Person that are different from or additional to * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. those available to Planet Payment. If at any time Acquirer reasonably believes that Planet Payment is not taking appropriate action in defending or pursuing any such matter, Acquirer shall have the right to assume the control of such defense at the expense of Planet Payment. Any Acquirer Indemnified Person involved in an Infringement Claim for which indemnity is being provided hereunder shall reasonably cooperate with Planet Payment in the defense of such action. Planet Payment shall not consent to the terms of any compromise or settlement of any action defended by Planet Payment in accordance with the foregoing without the prior written consent of the Acquirer Indemnified Person, which shall not be unreasonably withheld or delayed. Notwithstanding anything contained in this Agreement to the contrary, in the event that any future or past royalties or license fees (or other similar fees) are required to be paid to the party alleging the Infringement Claim, they shall be paid in full by Planet Payment, and shall in no way be charged or passed through, directly or indirectly, to Acquirer or to any Acquirer Indemnified Person and shall not be subject to any limitation of liability contained herein. (b) Planet Payment shall keep Acquirer fully informed of the status of any Infringement ClaimClaim for which there is an indemnity under this section, including regarding significant all developments during its pendency, if that would not jeopardize the privileged or otherwise protected status of that information, pendency and shall consider Acquirer’s views. However, all Planet Payment decisions made shall notify Acquirer if any infringement action is brought against it in any jurisdiction worldwide, whether or not such action involves Acquirer and implemented in good faith shall bind Acquirer. (iv) Acquirer shall provide (and shall ensure that their respective affiliates provide) all reasonable assistance and any needed authority to Planet Payment to enable Planet Payment fully to control, defend and settle any Infringement Claim, including, as applicable, to be joined as parties. PROVIDED THAT Acquirer shall approve the terms of any settlement or compromise, information concerning such approval not to be unreasonably withheld or delayed. Such approval shall not be required so long action as Acquirer shall be able to continue to use the services to be provided by Planet Payment hereunder, substantially in the manner and for the cost contemplated by this Agreementreasonably request.

Control of Infringement Claims. (ia) Acquirer Planet Payment shall give Planet Payment GPPC prompt written notice of any Infringement Claim of which it becomes aware. GPPC shall give Planet Payment prompt notice of any Infringement Claim of which it is notified in writing. Failure by GPPC to so notify Planet Payment shall have not relieve Planet Payment from its indemnity obligation under this Agreement except to the sole authorityextent that Planet Payment suffers actual prejudice as a result of such failure. If any GPPC Indemnified Person is entitled to indemnification hereunder, through counsel of its choosingprovided the action is also brought against Planet Payment, Planet Payment shall be entitled to assume the direction and control of the defense of any Infringement Claim, including appeals, negotiations and such action or proceeding with counsel reasonably satisfactory to the GPPC. If any settlement or compromise thereof, for so long as Planet Payment defends the claim in good faith. (ii) If Acquirer GPPC Indemnified Person is named in any proceeding involving an Infringement Claim and Planet Payment is not named in that proceeding, Planet Payment and any of its affiliates may Affiliates may, but shall not be obligated to, seek leave to intervene in the proceeding, proceeding and Acquirer GPPC agrees not to oppose that interventionintervention and, in the event that such leave to intervene is granted, Planet Payment shall be entitled to assume the defense of any such action or proceeding in accordance with this section. If Planet Payment does not assume the defense pursuant to the foregoing, then the GPPC shall assume the defense but at the expense of Planet Payment. Upon assumption by Planet Payment of such defense, the * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. GPPC Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but Planet Payment shall not be liable for any legal expenses of other counsel subsequently incurred by the GPPC Indemnified Person in connection with the defense thereof unless (i) Planet Payment has agreed to pay such fees and expenses, (ii) Planet Payment shall have failed to employ counsel reasonably satisfactory to the GPPC in a timely manner, or (iii) the GPPC Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between Planet Payment and the GPPC Indemnified Person, which may include situations in which there are one or more legal defenses available to the GPPC Indemnified Person that are different from or additional to those available to Planet Payment. If at any time GPPC reasonably believes that Planet Payment is not taking appropriate action in defending or pursuing any such matter, GPPC shall have the right to assume the control of such defense at the expense of Planet Payment. Any GPPC Indemnified Person involved in an Infringement Claim for which indemnity is being provided hereunder shall reasonably cooperate with Planet Payment in the defense of such action. Planet Payment shall not consent to the terms of any compromise or settlement of any action defended by Planet Payment in accordance with the foregoing without the prior written consent of the GPPC Indemnified Person, which shall not be unreasonably withheld or delayed. Notwithstanding anything contained in this Agreement to the contrary, in the event that any future or past royalties or license fees (or other similar fees) are required to be paid to the party alleging the Infringement Claim, they shall be paid in full by Planet Payment, and shall in no way be charged or passed through, directly or indirectly, to GPPC or to any GPPC Indemnified Person and shall not be subject to any limitation of liability contained herein. (b) Planet Payment shall keep Acquirer GPPC fully informed of the status of any Infringement ClaimClaim for which there is an indemnity under this section, including regarding significant all developments during its pendency, if that would not jeopardize the privileged or otherwise protected status of that information, pendency and shall consider AcquirerGPPC’s views. However, all Planet Payment decisions made shall notify GPPC if any infringement action is brought against it in any jurisdiction worldwide, whether or not such action involves GPPC and implemented in good faith shall bind Acquirer. (iv) Acquirer shall provide (and information concerning such action as GPPC shall ensure that their respective affiliates provide) all reasonable assistance and any needed authority to Planet Payment to enable Planet Payment fully to control, defend and settle any Infringement Claim, including, as applicable, to be joined as parties. PROVIDED THAT Acquirer shall approve the terms of any settlement or compromise, such approval not to be unreasonably withheld or delayed. Such approval shall not be required so long as Acquirer shall be able to continue to use the services to be provided by Planet Payment hereunder, substantially in the manner and for the cost contemplated by this Agreementreasonably request.

Control of Infringement Claims. (ia) Acquirer Planet Payment shall give Planet Payment the Acquirer prompt written notice of any Infringement Claim of which it becomes aware. Acquirer shall give Planet Payment prompt notice of any Infringement Claim of which it is notified in writing. Failure by Acquirer to so notify Planet Payment shall have not relieve Planet Payment from its indemnity obligation under this Agreement except to the sole authorityextent that Planet Payment suffers actual prejudice as a result of such failure. If an Acquirer Indemnified Person is entitled to indemnification hereunder, through counsel of its choosingprovided the action is also brought against Planet Payment, Planet Payment shall be entitled to assume the direction and control of the defense of any Infringement Claim, including appeals, negotiations and such action or proceeding with counsel reasonably satisfactory to the Acquirer. If any settlement or compromise thereof, for so long as Planet Payment defends the claim in good faith. (ii) If Acquirer Indemnified Person is named in any proceeding involving an Infringement Claim and Planet Payment is not named in that proceeding, Planet Payment and any of its affiliates may Affiliates may, but shall not be obligated to, seek leave to intervene in the proceeding, proceeding and Acquirer agrees not to oppose that interventionintervention and, in the event that such leave to intervene is granted, Planet Payment shall be entitled to assume the defense of any such action or proceeding in accordance with this section. If Planet Payment does not assume the defense pursuant to the foregoing, then the Acquirer shall assume the defense but at the expense of Planet Payment. Upon assumption by Planet Payment of such defense, the Acquirer Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but Planet Payment shall not be liable for any legal expenses of other counsel subsequently incurred by the Acquirer * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Indemnified Person in connection with the defense thereof unless (i) Planet Payment has agreed to pay such fees and expenses, (ii) Planet Payment shall have failed to employ counsel reasonably satisfactory to the Acquirer in a timely manner, or (iii) the Acquirer Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between Planet Payment and the Acquirer Indemnified Person, which may include situations in which there are one or more legal defenses available to the Acquirer Indemnified Person that are different from or additional to those available to Planet Payment. If at any time Acquirer reasonably believes that Planet Payment is not taking appropriate action in defending or pursuing any such matter, Acquirer shall have the right to assume the control of such defense at the expense of Planet Payment. Any Acquirer Indemnified Person involved in an Infringement Claim for which indemnity is being provided hereunder shall reasonably cooperate with Planet Payment in the defense of such action. Planet Payment shall not consent to the terms of any compromise or settlement of any action defended by Planet Payment in accordance with the foregoing without the prior written consent of the Acquirer Indemnified Person, which shall not be unreasonably withheld or delayed. Notwithstanding anything contained in this Agreement to the contrary, in the event that any future or past royalties or license fees (or other similar fees) are required to be paid to the party alleging the Infringement Claim, they shall be paid in full by Planet Payment, and shall in no way be charged or passed through, directly or indirectly, to Acquirer or to any Acquirer Indemnified Person and shall not be subject to any limitation of liability contained herein. (b) Planet Payment shall keep Acquirer fully informed of the status of any Infringement ClaimClaim for which there is an indemnity under this section, including regarding significant all developments during its pendency, if that would not jeopardize the privileged or otherwise protected status of that information, pendency and shall consider Acquirer’s views. However, all Planet Payment decisions made shall notify Acquirer if any infringement action is brought against it in any jurisdiction worldwide, whether or not such action involves Acquirer and implemented in good faith shall bind Acquirer. (iv) Acquirer shall provide (and shall ensure that their respective affiliates provide) all reasonable assistance and any needed authority to Planet Payment to enable Planet Payment fully to control, defend and settle any Infringement Claim, including, as applicable, to be joined as parties. PROVIDED THAT Acquirer shall approve the terms of any settlement or compromise, information concerning such approval not to be unreasonably withheld or delayed. Such approval shall not be required so long action as Acquirer shall be able to continue to use the services to be provided by Planet Payment hereunder, substantially in the manner and for the cost contemplated by this Agreementreasonably request.

Control of Infringement Claims. (ia) Acquirer Planet Payment shall give Planet Payment the Acquirer prompt written notice of any Infringement Claim of which it becomes aware. Acquirer shall give Planet Payment prompt notice of any Infringement Claim of which it is notified in writing. Failure by Acquirer to so notify Planet Payment shall have not relieve Planet Payment from its indemnity obligation under this Agreement except to the sole authorityextent that Planet Payment suffers actual prejudice as a result of such failure. If an Acquirer Indemnified Person is entitled to indemnification hereunder, through counsel of its choosingprovided the action is also brought against Planet Payment, Planet Payment shall be entitled to assume the direction and control of the defense of any Infringement Claim, including appeals, negotiations and such action or proceeding with counsel reasonably satisfactory to the Acquirer. If any settlement or compromise thereof, for so long as Planet Payment defends the claim in good faith. (ii) If Acquirer Indemnified Person is named in any proceeding involving an Infringement Claim and Planet Payment is not named in that proceeding, Planet Payment and any of its affiliates may Affiliates may, but shall not be obligated to, seek leave to intervene in the proceeding, proceeding and Acquirer agrees not to oppose that interventionintervention and, in the event that such leave to intervene is granted, Planet Payment shall be entitled to assume the defense of any such action or proceeding in accordance with this section. If Planet Payment does not assume the defense pursuant to the foregoing, then the Acquirer shall assume the defense but at the expense of Planet Payment. Upon assumption by Planet Payment of such defense, the Acquirer Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but Planet Payment shall not be liable for any legal expenses of other counsel subsequently incurred by the Acquirer Indemnified Person in connection with the defense thereof unless (i) Planet Payment has agreed to pay such fees and expenses, (ii) Planet Payment shall have failed to employ counsel reasonably satisfactory to the Acquirer in a timely manner, or (iii) the Acquirer Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between Planet Payment and the Acquirer Indemnified Person, which may include situations in which there are one or more legal defenses available to the Acquirer Indemnified Person that are different from or additional to those available to Planet Payment. If at any time Acquirer reasonably believes that Planet Payment is not taking appropriate action in defending or pursuing any such matter, Acquirer shall have the right to assume the control of such defense at the expense of Planet Payment. Any Acquirer Indemnified Person involved in an Infringement Claim for which indemnity is being provided hereunder shall reasonably cooperate with Planet Payment in the defense of such action. Planet Payment shall not consent to the terms of any compromise or settlement of any action defended by Planet Payment in accordance with the foregoing without the prior written consent of the Acquirer Indemnified Person, which shall not be unreasonably withheld or delayed. Notwithstanding anything contained in this Agreement to the contrary, in the event that any future or past royalties or license fees (or other similar fees) are required to be paid to the party alleging the Infringement Claim, they shall be paid in full by Planet Payment, and shall in no way be charged or passed through, directly or indirectly, to Acquirer or to any Acquirer Indemnified Person and shall not be subject to any limitation of liability contained herein except as set forth in this Section. (b) Planet Payment shall keep Acquirer fully informed of the status of any Infringement ClaimClaim for which there is an indemnity under this section, including regarding significant all developments during its pendency, if that would not jeopardize the privileged or otherwise protected status of that information, pendency and shall consider Acquirer’s views. However, all Planet Payment decisions made shall notify Acquirer if any infringement action is brought against it in any jurisdiction worldwide, whether or not such action involves Acquirer and implemented in good faith shall bind Acquirer. (iv) Acquirer shall provide (and shall ensure that their respective affiliates provide) all reasonable assistance and any needed authority to Planet Payment to enable Planet Payment fully to control, defend and settle any Infringement Claim, including, as applicable, to be joined as parties. PROVIDED THAT Acquirer shall approve the terms of any settlement or compromise, information concerning such approval not to be unreasonably withheld or delayed. Such approval shall not be required so long action as Acquirer shall be able to continue to use the services to be provided by Planet Payment hereunder, substantially in the manner and for the cost contemplated by this Agreementreasonably request.