Maintenance and Litigation Sample Clauses

Maintenance and Litigation. Assignor shall have the duty, through counsel identified in Section 15 hereof or otherwise reasonably acceptable to Assignee, to prosecute diligently any patent application of the Patents specifically identified in Schedule A hereto pending as of the date of this Assignment or thereafter as long as any amounts are outstanding under the Note, to make application on any existing or future unpatented but patentable inventions and to preserve and maintain all Intellectual Property as to which a security interest has been or is in the future granted pursuant to this Assignment (except those having a commercial value that in the good faith business judgment of the Assignor do not warrant such application or preservation). Any expenses incurred in connection with such an application, or in protecting, maintaining or preserving the Patents, shall be borne by Assignor. Notwithstanding Section 2 hereof, Assignor, through counsel identified in Section 15 hereof or otherwise reasonably acceptable to Assignee, shall have the exclusive right and obligation prior to the occurrence and during the continuance of a Default, to commence and diligently prosecute in its own name, as real party in interest, for its own benefit and at its own expense, such suits, proceedings or other actions for infringement, or other damage or reexamination or reissue proceedings as are reasonable to protect any of the Intellectual Property except those which do not in the good faith business judgment of Assignor warrant such action. However, no such suit, proceeding or other action shall be settled or voluntarily dismissed, nor shall any party be released or excused of any 6 claims of, or liability for, infringement, without the prior written consent of Assignee, which consent shall not be unreasonably withheld. Assignee shall provide all reasonable and necessary cooperation in connection with any such suit, proceeding or action, including without limitation, joining as a necessary party. Assignor hereby agrees to indemnify and hold harmless the Assignee for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs and reasonable expenses (including reasonable attorneys' fees) of any kind whatsoever which may be imposed on, incurred by or asserted against Assignee in connection with or in any way arising out of any suits, proceedings or other actions relating to any or all the Intellectual Property, whether brought by Assignor or any other person or ent...