INFRINGEMENT AND OTHER LITIGATION Sample Clauses

INFRINGEMENT AND OTHER LITIGATION. Licensor represents that it is the sole owner of all rights to the Licensed Patents exclusive of the rights of all others. The Licensor has no present knowledge or belief that any of the claims of the Licensed Patents are not valid and enforceable and that Licensor has the absolute right to grant this License. In order to protect rights of each party under this Agreement, each party will keep the other fully informed of the infringement of any Licensed Patent by third parties. The Licensor shall have the right to be represented by counsel at Licensor's expense in any legal action taken to enforce any patent rights with respect to the Licensed Patents against a third party infringer. Responsibility for the cost and expenses of such legal action shall be mutually agreed upon in writing between the Licensor and Licensee prior to the institution of any such legal action. In any action by Licensor or Licensee whether by original petition, complaint, or by counterclaim against a third party for violation of patent rights in the Licensed Patents, each party shall be entitled to retain any settlement, recovery, and/or awarded damages in proportion to the agreed upon percentage of the cost and expenses of such action. Absent any agreement for maintaining such a legal matter to enforce the Patent Rights, Licensor shall, in its own judgment, take whatever action it deems necessary at its own expense. With respect to any third party suit or action against Licensee whether by original petition, complaint, or by counterclaim, seeking to declare invalid and/or unenforceable all or any of the claims of any of the Licensed Patents, the defense fees, cost, and expenses shall be agreed upon by the parties hereto as soon as reasonably practical after the commencement of such third party suit or action. If Licensor refuses to participate in any such third party suit or action, the Licensee may defend and prosecute such action and, in such event, shall be entitled to the entire amount of any award of damages, settlement or recover, exclusive of royalties otherwise due to the Licensor.
Sample 1
AutoNDA by SimpleDocs

Related to INFRINGEMENT AND OTHER LITIGATION

  • Litigation and Other Proceedings Except as disclosed in the SEC Documents, there are no lawsuits or proceedings pending or, to the knowledge of the Company, threatened, against the Company or any subsidiary, nor has the Company received any written or oral notice of any such action, suit, proceeding or investigation, which could reasonably be expected to have a Material Adverse Effect. Except as set forth in the SEC Documents, no judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which could result in a Material Adverse Effect.

  • No Other Litigation There shall not be pending any legal proceeding: (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (ii) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iii) seeking to prohibit or limit in any material respect Acquiror’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to any of Target Capital Stock; or (iv) which would affect adversely the right of Acquiror or Target to own the assets or operate the business of Target.

  • Notice of Litigation and Other Matters Prompt (but in no event later than ten (10) days after an officer of the Borrower obtains knowledge thereof) telephonic and written notice of:

  • Corporate and Other Proceedings All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in all respects to the Administrative Agent;

  • Litigation and Other Controversies There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of the Borrower threatened, against the Borrower or any Subsidiary or any of their Property which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

  • Waiver and Other Action This Agreement may be amended, modified or supplemented only by a written instrument executed by the parties against which enforcement of the amendment, modification or supplement is sought.

  • Infringement and Litigation 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.

  • Regulatory and Other Matters (a) The parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable the Required Approvals and other consents required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement. MDLY and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to Applicable Laws relating to the confidentiality of information, all information relating to MDLY or SIC, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with obtaining the Required Approvals. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as reasonably practicable. The parties shall consult with each other with respect to the obtaining of the Required Approvals and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!