Covenant to Enforce. (i) If either of SLM BankCo or Navient becomes aware of potential infringement by a third party of the ATLAS Software (including Joint Materials developed pursuant to Section 5.9(b)) or the SLM BankCo Licensed Systems, then that Party will notify the other Party as soon as possible, and the Parties agree to discuss and determine how best to secure the cessation of such infringement. If the Parties agree to begin an action for infringement against a third party, then prior to asserting such action, the Parties shall negotiate in good faith to determine the allocation of the expenses and disbursements paid in connection with such action and the allocation of all monies actually received as a result of the infringement action. If the Parties cannot agree to begin such an action or cannot agree on the allocation of expenses and disbursements, then either Party will have the right to prosecute the infringement action, and that Party will bear all the expense and be entitled to retain all monies received from such action. In such a case, the non-enforcing Party shall not be obligated to provide any assistance to the enforcing Party in connection with such lawsuit, and in the event that the non-enforcing Party provides prior written consent to being named as a party to the lawsuit in order for the enforcing Party to sustain jurisdiction or standing of the action, the enforcing Party shall solely bear the expenses of the non-enforcing Party’s participation. If during a joint infringement action either Party decides to discontinue its participation in the action, then if the other Party wishes to continue it shall pay all future expenses associated with such action and will retain all monies or consideration from such action after first reimbursing any action-related expenses incurred by the discontinuing Party at a rate equal to the percentage of total expenses contributed by the discontinuing Party up to the date of discontinuance. Neither SLM BankCo nor any of its Affiliates will join or attempt to join Navient or any Navient Affiliate, and Navient and its Affiliates will not be joined, to any litigation alleging infringement by a third party of the ATLAS Software (including Joint Materials) unless Navient has provided prior written consent. Neither Navient nor any of its Affiliates will join or attempt to join SLM BankCo or any SLM BankCo Affiliate, and SLM BankCo and its Affiliates will not be joined, to any litigation alleging infringement by a third party of...
Covenant to Enforce. At the request of the Buyer Parties, the Seller Parties shall use reasonable best efforts to enforce their respective rights and remedies, for and on behalf of the Buyer Parties (and at the Buyer Parties’ expense), and to the extent relating to the Business, under any employee non-disclosure, confidentiality, non-solicitation, employee noncompetition and assignment of Intellectual Property agreements executed in favor of any Seller that are not Assumed Contracts.
Covenant to Enforce. (i) If either of SLM BankCo or NewCo becomes aware of potential infringement by a third party of the ATLAS Software, then that Party will notify the other Party as soon as possible, and the Parties agree to discuss and determine how best to secure the cessation of such infringement. If the Parties agree to begin an action for infringement against a third party, then prior to asserting such action, the Parties shall negotiate in good faith to determine the allocation of the expenses and disbursements paid in connection with such action and the allocation of all monies actually received as a result of the infringement action. If the Parties cannot agree to begin such an action or cannot agree on the allocation of expenses and disbursements, then either Party will have the right to prosecute the infringement action, and that Party will bear all the expense and be entitled to retain all monies received from such action. If during a joint infringement action either Party decides to discontinue its participation in the action, then if the other Party wishes to continue it shall pay all future expenses associated with such action and will retain all monies or consideration from such action after first reimbursing any action-related expenses incurred by the discontinuing Party at a rate equal to the percentage of total expenses contributed by the discontinuing Party up to the date of discontinuance.
Covenant to Enforce. Ostara shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable in order to maintain the Owner Commitment Letter in force during the Term, provided that Customer acknowledges and agrees that: (i) the Owner Commitment Letter shall be terminated and will be of no further force or effect in the event that the circumstances contemplated by subsection 3(d) or 3(e) of the Owner Commitment Letter occur; and (ii) Wheatsheaf shall have the right to assign all or any portion of its obligation to the fund the Commitment (as defined in the Owner Commitment Letter) to any Permitted Assignee (as defined in the Owner Commitment Letter) on the terms set forth in the Owner Commitment Letter, such that Wheatsheaf may be released in full or in part from its obligations under the Owner Commitment Letter and such obligations may be assumed by a Permitted Assignee. In the event that all of the conditions in the Owner Commitment Letter to Wheatsheaf and/or a Permitted Assignee’s obligation to fund the Commitment have been satisfied, Ostara shall use reasonable best efforts to cause Wheatsheaf and/or such Permitted Assignee to fund their respective commitments in accordance with the Owner Commitment Letter and to enforce its rights under the Owner Commitment Letter in the event of a breach by any party thereto.
