Infringement and Enforcement. 3.1 I-Flow may, but has no obligation to, take any and all actions to enforce the Licensed Intellectual Property (including without limitation instituting litigation) against any suspected infringement or misappropriation by any Third Party (“Litigation”). I-Flow shall bear all the expenses and costs with respect to any such Litigation it elects to undertake and I-Flow shall be entitled to all damages recovered in such Litigation.
3.2 At I-Flow’s request, InfuSystem agrees to reasonably cooperate in any such Litigation. I-Flow agrees to pay InfuSystem’s reasonable out-of-pocket costs and expenses in connection with such Litigation. If InfuSystem desires to retain separate counsel in connection with such Litigation, however, InfuSystem shall bear its own costs and expenses concerning the Litigation, including, without limitation, the costs and expenses of such separate counsel. Notwithstanding InfuSystem’s participation in such Litigation, I-Flow shall retain the full right to control such Litigation, including, without limitation, any settlement of such Litigation. I-Flow shall have the right to settle any Litigation on such terms and conditions reasonably acceptable to InfuSystem.
3.3 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER (A) FOR ANY PUNITIVE, EXEMPLARY OR OTHER SPECIAL DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, AND/OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, INCOME, PROFITS OR ANTICIPATED PROFITS, BUSINESS OR BUSINESS OPPORTUNITY, SAVINGS, DATA, OR BUSINESS REPUTATION), ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
Infringement and Enforcement. Licensee agrees to notify Licensor in writing promptly after it becomes aware of any actual or threatened unauthorized use, reproduction or display of the Licensed Marks. Licensor shall have the sole right, but not the obligation, to assert or file any Action in a connection with such use (an “Infringement Action”). Upon Licensor’s request, Licensee shall reasonably cooperate with Licensor, at Licensor’s cost, in any such Infringement Action. Licensor shall be entitled to any and all proceeds and damages arising from any such Infringement Action.
Infringement and Enforcement. In the event that either Party becomes aware of any infringement of the Trademark by a Third Party prior to execution of the * Confidential treatment requested. Assignment, such Party shall promptly notify the other Party. In such event of a Third Party infringement of the Trademark, Strakan will cooperate with Aptalis, at its own expense, in providing any assistance necessary if Aptalis chooses, in its sole discretion and at its own expense, to take legal action with respect to such infringement of the Trademark.
Infringement and Enforcement. In the event either Party becomes aware of any infringement of a Product Trade Xxxx or Product Trade Dress by a Third Party in the Territory, such Party shall promptly notify the other Party. In such event of a Third Party infringement of a Product Trade Xxxx or Product Trade Dress, Prestwick shall have the initial right (but not the obligation) to take legal action with respect to such infringement of such Product Trade Xxxx or Product Trade Dress at its own expense (a “Trademark Enforcement Action”). In the event that Prestwick fails to initiate a Trademark Enforcement Action to prevent infringement of such Product Trade Xxxx or Product Trade Dress by a Third Party in the Territory, as applicable, within forty five (45) days of a request by Distributor to initiate such Trademark Enforcement Action, Distributor may initiate a Trademark Enforcement Action against such Third Party at Distributor’s sole expense. In each case, the other Party shall cooperate (which cooperation shall include being named a party plaintiff, if necessary) with such Party pursuing a Trademark Enforcement Action at such Party’s expense. The Party initiating or defending any such Trademark Enforcement Action shall keep the other Party reasonably informed of the progress of any such Trademark Enforcement Action, and such other Party shall have the right to participate with counsel of its own choice. Any recovery received as a result of any Trademark Enforcement Action under this Section 8.4.2 shall be used first to reimburse the Parties for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such Trademark Enforcement Action, and the remainder of the recovery shall be shared {***}† to Distributor and {***}† to Prestwick. † Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Infringement and Enforcement. (a) The Licensee shall promptly notify the Licensor if it learns or becomes aware of any infringement, or potential infringement, of the Carbon Calculator, or of the existence, use or promotion of any calculator or software similar to the Carbon Calculator.
(b) The Licensor may, but shall not be required to, take whatever legal action the Licensor, in its sole discretion, deems necessary or advisable to protect the Carbon Calculator. Should the Licensor choose to take any action with respect to the Carbon Calculator, the Licensee shall comply, at its own expense, with all reasonable requests for assistance in connection therewith, including but not limited to, providing testimony, exhibits, facts or similar cooperation. Any recovery as a result of such action shall belong solely to the Licensor.
(c) The Licensee shall not initiate, undertake or engage in any legal action for the protection of, enforcement of, relating to or involving any of the Carbon Calculator, unless so specifically permitted or instructed by the Licensor.
(d) The Licensee shall have no right against the Licensor or the Owner for damages or for any other remedy by reason of the Licensor's failure to prosecute an alleged act of pirating, infringement, imitation, unfair competition or dilution or the Licensor's or Owner's failure to take any other legal action related to the Carbon Calculator.
(e) The Licensee’s obligations and agreements under this Section shall survive the termination or expiration of this Agreement.
Infringement and Enforcement. 6.1 Each Party shall promptly give notice in writing to the other if it becomes aware of any infringement or suspected infringement of any of Trademarks.
6.2 In respect of any matter that falls within clause 6.1:
6.2.1 HT or RP (as applicable) shall in its absolute discretion, decide what action to take in respect of the matter (if any); and
6.2.2 HT or RP (as applicable) shall conduct and have sole control over any consequent action that it deems necessary.
Infringement and Enforcement. 7.1 Licensee shall notify SSA, of any unauthorized or improper use of the BEDFAX Mark(s) or confusingly similar marks by others whenever such use comes to Licensee’s attention. SSA shall have the sole right and discretion to investigate any allegations of unauthorized or improper use of the BEDFAX Mark(s), to address such allegations in any manner, to bring infringement, unfair competition, or dilution proceedings involving the BEDFAX Mark(s), to enforce the terms of this Agreement with respect to use of the BEDFAX Mark(s) and to police internet usage of the Mark(s). Licensee shall have no authorization to enforce SSA’s rights in the BEDFAX Mark(s).
7.2 If SSA discovers that Licensee has made a false statement or claim in connection with the CDL, the BEDFAX program or the BEDFAX mark(s), SSA may, in its sole discretion, take the following actions in addition to any other actions including, but not limited to, termination and prosecution under the law: • For the first offense: Licensee must pay for SSA testing of all its models to ensure compliance with the BEDFAX program. No additional action will be taken if Licensee fully removes, destroys and retracts all labels and written material with the false statements or claims and publishes a clarification and correction notice on its website(s) and BEDFAX’s website within five (5) days of notification by SSA. • For the second offense: SSA will automatically suspend Licensee from membership in BEDFAX for six (6) months. Additionally, Licensee must pay for SSA testing of all its models to ensure compliance with the BEDFAX program. No additional action will be taken if Licensee fully removes, destroys and retracts all labels and written material with the false statements or claims and publishes a clarification and correction notice on its website(s) and BEDFAX’s website within five (5) days of notification by SSA.
7.3 If SSA believes in good faith that Licensee has intentionally made or published false statements or claims in connection with the CDL, the BEDFAX program or the BEDFAX mark(s), SSA will automatically suspend Licensee from the BEDFAX program for twelve
Infringement and Enforcement. 5.1 Partner shall promptly notify Polestar if Partner learns of the existence, use or promotion of any mark or design similar to any of the Polestar Trademarks.
Infringement and Enforcement. 4.1 If at any time during the term of this Agreement, Xxxxxxx learns or believes that any Third Party is infringing any of the Licensed Patents or using Tissue Valve Know-How without a license in the Fields of Use, Xxxxxxx shall notify 3F in writing of the existence of such alleged infringement or unlicensed use.
4.2 3F may, but has no obligation to, take any and all actions to enforce the Licensed Patents (including without limitation instituting litigation) against any infringement in the Fields of Use or to prevent any unlicensed use of the Tissue Valve Know-How (“Litigation”). 3F shall bear all the expenses and costs with respect to any such Litigation and 3F shall be entitled to all damages recovered in such Litigation.
4.3 At 3F’s request, Xxxxxxx agrees to cooperate in any such Litigation, including but not limited to participating in such Litigation as a named party. 3F agrees to pay Edward’s reasonable costs and expenses in connection with such Litigation. In the event that Xxxxxxx desires to retain separate counsel in connection with such Litigation, however, Xxxxxxx shall bear its own costs and expenses concerning the Litigation, including without limitation the costs and expenses of such separate counsel. Notwithstanding Edward’s participation in such Litigation, 3F shall retain the full right to control such Litigation, including without limitation any settlement of such Litigation. 3F shall have the right, in its sole and absolute discretion, to settle any Litigation on such terms and conditions that 3F deems to be appropriate.
Infringement and Enforcement. (a) Licensee shall not, and shall cause the Host not to, directly or indirectly, infringe, misappropriate or violate any intellectual property rights of Licensor or any Licensor affiliate in the Licensed Marks, nor contest or aid others in contesting Licensor’s and its affiliates’ validity or ownership of such rights, or take any other action in derogation thereof.
(b) If a party learns of any actual or threatened infringement, misappropriation, imitation or unauthorized use of the Licensed Marks (an “Infringement”), such party shall provide prompt written notice of such infringement, misappropriation, imitation or unauthorized use and a summary of the relevant facts and circumstances thereof known by such party to the other party.
(c) Licensor shall have the first right (but not the obligation) to initiate a suit or take other appropriate action that it believes is reasonably required to protect (i.e., prevent or xxxxx any Infringement) or otherwise enforce the Licensed Marks.
(d) If Licensee reasonably believes that any Infringement is materially related to Licensee’s or the Host’s licensed activities under this Agreement and has a material adverse impact on such activities (a “License Field Infringement”), Licensee may request Licensor in writing to prevent or xxxxx such License Field Infringement under the Licensed Marks and provide a summary of the relevant facts and circumstances of the License Field Infringement known to Licensee (“License Enforcement Request”).
(e) If Licensor initiates suit under the terms of this Section 4.2, Licensor shall have the sole and exclusive right to control such suit and to select its counsel for any such suit, at its own cost and expense. For any enforcement action related to any License Field Infringement, Licensor will use good faith efforts to keep Licensee reasonably informed and to pass along to Licensor any reasonable comments Licensee may have with respect to any proceeding related to any License Field Infringement. Licensee shall, and shall cause the Host to, offer reasonable assistance to Licensor, including the execution of any and all documents, in connection with any proceeding related to any License Field Infringement at no charge to Licensor except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance, but shall take no action nor incur any expenses on Licensor’s behalf without Licensor’s prior written approval.
(f) If a third party at any time asserts a claim that ...
