Common use of Infringement Proceedings Clause in Contracts

Infringement Proceedings. (a) Licensee shall promptly notify Licensor of any known, threatened or suspected infringement, imitation or unauthorized use or registration of the Marks by any third party brought to the attention of any of its officers or counsel. Licensor shall determine what action, if any, should be taken in response to any infringement, imitation or unauthorized use or registration of the Marks by a third party. Licensee shall cooperate with Licensor in any action taken by Licensor to enforce Licensor's rights in the Marks. Licensee shall not take any action to prevent any infringement, imitation or unauthorized use or registration of the Marks without the prior written approval of Licensor, which Licensor may withhold in its reasonable business discretion. (b) Licensor shall have the right, at its expense, to defend and settle for monetary or other damages any claim made against Licensor or Licensee by a third party alleging that the use of the Marks infringes upon any rights of others. Licensor expressly reserves the right to terminate this Agreement, pursuant to Section 5(d) above, to settle any such claim. If Lxxxxxxx decides to defend against any such claim, Licensee shall use its reasonable efforts to cooperate with Licensor, at Licensor's expense.

Infringement Proceedings. (a) Licensee Licensees shall promptly notify Licensor Licensors of any known, threatened or suspected infringement, imitation or unauthorized use or registration of the Marks by any third party brought to the attention of any of its Licensees, their officers or counselemployees. Licensor Licensors, in their sole discretion, shall determine what action, if any, should be taken in response to any infringement, imitation or unauthorized use or registration of the Marks by a third party. Licensee Licensees shall cooperate with Licensor Licensors in any action taken by Licensor Licensors to enforce Licensor's Licensors' rights in the Marks. Licensee Licensees shall not take any action to prevent any infringement, imitation or unauthorized use or registration of the Marks without the prior written approval of LicensorLicensors, which Licensor Licensors may withhold in its reasonable business their sole discretion. (b) Licensor Licensors shall have the sole right, at its their expense, to defend and settle settle, for monetary or and/or other damages damages, any claim made against Licensor Licensors or Licensee Licensees by a third party alleging that the use of the Marks by Licensees infringes upon any rights of others. Licensor Licensors expressly reserves reserve the right to terminate this Agreement, pursuant to Section 5(d) above3.8 below, to settle any such claim; provided, however, such right to settle shall not require any Licensee to pay any amounts in settlement without such Licensee's approval in writing. If Lxxxxxxx decides to defend against any such claim, Licensee Licensees shall use its reasonable efforts to cooperate with Licensorand provide assistance to Licensors, at Licensor's Licensors' expense.

Infringement Proceedings. (a) Licensee shall promptly notify Licensor of any known, threatened or suspected infringement, imitation or unauthorized use or registration of the Marks by any third party brought to the attention of any of its officers or counsel. Licensor shall determine what action, if any, should be taken in response to any infringement, imitation or unauthorized use or registration of the Marks by a third party. Licensee shall cooperate with Licensor in any action taken by Licensor to enforce Licensor's rights in the Marks. Licensee shall not take any action to prevent any infringement, imitation or unauthorized use or registration of the Marks without the prior written approval of Licensor, which Licensor may withhold in its reasonable business discretion. (b) Licensor shall have the right, at its expense, to defend and settle for monetary or other damages any claim made against Licensor or Licensee by a third party alleging that the use of the Marks infringes upon any rights of others. Licensor expressly reserves the right to terminate this Agreement, pursuant to Section 5(d) above, to settle any such claim. If Lxxxxxxx Xxxxxxxx decides to defend against any such claim, Licensee shall use its reasonable efforts to cooperate with Licensor, at Licensor's expense.