Defense of Intellectual Property. Grantor shall (a) protect, defend and maintain the validity and enforceability of its Copyrights, Patents and Trademarks, (b) use its best efforts to detect infringements of its Copyrights, Patents and Trademarks and promptly advise Secured Party in writing of material infringements detected and (c) not allow any of its Copyrights, Patents or Trademarks to be abandoned, forfeited or dedicated to the public without the prior written consent of Secured Party.
Defense of Intellectual Property. Grantor shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of all Copyrights, Patents and Trademarks material to Grantor’s business and (ii) detect infringements of all Copyrights, Patents and Trademarks material to Grantor’s business.
Defense of Intellectual Property. Debtor shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its material copyrights, patents, trademarks and trade secrets, (ii) use commercially reasonable efforts to detect infringements of its copyrights, patents, trademarks and trade secrets and promptly advise Secured Party in writing of material infringements detected and (iii) not allow any copyrights, patents, trademarks or trade secrets material to Debtor’s business to be abandoned, forfeited or dedicated to the public without the written consent of Secured Party.
Defense of Intellectual Property. The Company shall (a) protect, defend and maintain the validity and enforceability of its Patents and Trademarks, (b) use its commercially reasonable efforts to detect infringements of its Patents and Trademarks and promptly advise Secured Party in writing of material infringements detected and (c) not allow any of its Patents or Trademarks to be abandoned, forfeited or dedicated to the public without the prior written consent of Secured Party.
Defense of Intellectual Property. Licensor shall be obligated to defend any actions or claims brought by third parties challenging (i) Licensor’s right and authority to license the Patent Rights and Intellectual Property, and/or (ii) Licensee’s right to utilize the Intellectual Property on the terms contained herein, except where Licensee alters commercial technology and such alteration causes infringement. Licensor shall have the sole discretion and control with respect to any defense against any litigation against the validity of the Patent Rights. Licensor shall bear all expenses of all actions that it takes pursuant to this section, including without limitation attorneys’ fees. Licensee shall have the right to be kept informed of the status and progress of all such actions, including Licensor providing Licensee with copies of all court filings and otherwise meeting with Licensee from time to time as Licensee may request to freely exchange information related to such matters.
Defense of Intellectual Property. In the event the Company discovers, either through its own investigation or through notice from the Purchaser or other entity, that a third party may be infringing the Intellectual Property, the Company shall commence reasonable efforts to cease such infringement. If the third party declines to cease infringement, the Company shall consider in good faith whether to commence and pursue legal action against such third party. The determination of whether or not legal action shall be commenced shall lie exclusively with the Company; provided, however, the Company shall not unreasonably decline to commence legal action if the Company obtains or receives reasonable evidence of infringement by a third party and said infringement is having or may have a material impact on the Company's revenue or other business interests. All costs of such legal action shall be borne by the Company, and the Company shall retain control over the conduct of such action, including settlement. In the event threatened or actual legal action by the Company results in a settlement or resolution that provides damages or other monies to the Company, such proceeds will be the property of the Company, provided the Purchaser has incurred no legal fees or costs in connection with that action not otherwise subject to indemnification thereunder, in which event the Purchasers' fees and costs shall first be reimbursed from such proceeds.
Defense of Intellectual Property. Grantor shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of all Copyrights, Copyrights Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses material to Grantor’s business and (ii) detect infringements of all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses material to Grantor’s business and Grantor shall not permit any Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License material to Grantor’s business to lapse, be abandoned or to otherwise terminate unless Grantor’s board of directors in the exercise of its reasonable judgment and in good faith determines that any of the foregoing is of inconsequential value.
Defense of Intellectual Property. Pledgor shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its material copyrights, patents, trademarks and trade secrets; (ii) use commercially reasonable efforts to detect infringements of its copyrights, patents, trademarks and trade secrets and promptly advise Secured Party in writing of material infringements detected; and (iii) not allow any copyrights, patents, trademarks or trade secrets material to Pledgor’s businesses to be abandoned, forfeited or dedicated to the public domain without the written consent of Secured Party.
Defense of Intellectual Property. Grantor shall, to the extent it deems necessary or appropriate in its good faith businesses judgment, (i) protect, defend and maintain the validity and enforceability of all material current and future Patents, Trademarks and material Copyrights, (ii) use its commercially reasonable efforts to detect material infringements of such Copyrights, Patents and Trademarks and promptly advise Secured Party in writing of material infringements detected and (iii) not allow any material Copyrights, Patents or Trademarks to be abandoned, forfeited or dedicated to the public without the written consent of Secured Party. Grantor shall not commence, or cause to be commenced, any action, proceeding, lawsuit, mediation or arbitration relating to the Collateral without the prior written consent of the Secured Party, such consent not to be unreasonably withheld; nor shall Grantor engage in any activity or conduct that could give rise to declaratory judgment jurisdiction. At Grantor’s sole expense, Secured Party shall have the right (but shall not be obligated) to approve (such approval not to be unreasonably withheld)counsel and/or participate in any action, proceeding, lawsuit, mediation or arbitration relating to the Collateral. In addition, except as set forth in Schedule F, any proposed settlement or compromise of any action, proceeding, lawsuit, mediation or arbitration relating to the Collateral must be approved, in writing, by the Secured Party, such approval not to be unreasonably withheld. If Secured Party does not respond within ten (10) Business Days of receipt of Grantor’s written request for any consent or approval required under this Section 5.7, Secured Party’s right to object shall be deemed waived.
Defense of Intellectual Property. In the event that Licensor or Licensee receives notice; or is informed of any claim, suit or demand against either of them on account of Licensee’s use of the Intellectual Property in accordance with this agreement, alleging such use constitutes infringement, unfair competition or other violation of law relating to the Intellectual Property, they shall promptly notify the other of any such claim, suit or demand. Licensor shall have the exclusive right to defend, compromise or settle any such claim, at Licensor’s sole cost and expense using attorneys of its own choosing, and Licensee agrees to cooperate fully with Licensor in connection with the defense of any such claim. Licensee, at its expense and with Licensor’s consent, which shall not be unreasonably withheld, may participate in the defense of any such claim through counsel of its own choosing.
