Home Depot Rights Sample Clauses

Home Depot Rights. If UIC commences litigation to protect or enforce any Xxxx licensed, or contemplated by the parties to be licensed, to Home Depot pursuant to Section 3.01(a), Home Depot shall, to the extent permitted by applicable law, and at its sole Expense, have the right to join and participate in any such litigation, and to select counsel of its own choosing. UIC shall have sole control of any such litigation; provided, however, that UIC shall not enter into any settlement on behalf of Home Depot or otherwise compromise a claim that would result in (i) the admission of any liability by Home Depot, (ii) any financial liability on the part of Home Depot, or (iii) that would subject Home Depot to injunctive relief without first obtaining Home Depot’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. If, within ninety (90) days after written notice from Home Depot of an infringement, misappropriation or misuse of any Xxxx licensed, or contemplated by the parties to be licensed, to Home Depot, UIC has not taken steps to halt such infringement, misappropriation or misuse, then Home Depot shall, to the extent permitted by applicable law, have the right but not the obligation to bring suit to enjoin such infringement, misappropriation or misuse and to select counsel for, and control, the prosecution of any such suit. If Home Depot commences any such litigation, it (1) shall keep UIC regularly apprised of the nature and status of such litigation, (2) shall permit UIC’s involvement in such litigation at UIC’s expense, and (3) shall not settle such litigation without UIC’s prior written consent, which shall not be unreasonably withheld, provided that it shall not be unreasonable to refuse to consent to any settlement that imposes any financial obligation upon UIC or that in UIC’s good faith opinion may impair the value or reputation of any Xxxx or the reputation of UIC. Except as provided herein, Home Depot shall have no right or authority to bring suit in connection with the protection or enforcement of any Xxxx. If Home Depot unreasonably withholds, delays or conditions its consent to any settlement for which such consent is required pursuant to this Section 4.02(c), then UIC shall continue to control the prosecution of such claim and shall have the right to commence an action against Home Depot in accordance with the dispute resolution procedures outlined in Section 17.02 herein in the event an adverse result (including any Loss...
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