MANAGEMENT AND COSTS Clause Samples
MANAGEMENT AND COSTS. (a) Palm shall have the sole responsibility for and control of the management of the Xerox Litigation, including, without limitation, the defense, determining strategy, making all decisions, hiring counsel, and settlement. PalmSource acknowledges and agrees that Palm has, at the request of PalmSource, so managed the Xerox Litigation prior to the Effective Date and waives any right to object thereto that may arise under the Master Separation Agreement or Ancillary Agreements, and otherwise waives any and all rights, claims and remedies relating to such management by Palm prior to the Effective Date. Palm’s duty to defend the Xerox Litigation is limited to using the same counsel for other defendants (if any) as Palm uses for its own defense; provided, however, that if such counsel cannot represent one or more of the other defendants (if any) due to a legal conflict of interest, then the Parties will use their best efforts to obtain a conflict waiver and if this cannot be done, then Palm shall be obligated to hire separate counsel.
(b) Palm shall periodically inform PalmSource of significant matters relating to the Xerox Litigation. Without limiting the terms of Section 2.1(a) above, Palm agrees to consult with PalmSource at its request, and to consider PalmSource’s input.
(c) Palm may consent to entry of any judgment or enter into any settlement or compromise any claim related to the Xerox Litigation without PalmSource’s consent; provided that Palm shall obtain PalmSource’s prior consent if the effect of such judgment or settlement is to (i) permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against PalmSource, (ii) require the payment by PalmSource of future royalties, (iii) require PalmSource to make any payment not fully indemnified under this Agreement (other than payments made or costs incurred by PalmSource pursuant to Article 5), (iv) require PalmSource to grant any rights to any Person, including but not limited to a license to any of its intellectual property, or to take any action with respect to Covered OS Versions (other than such actions as are required pursuant to Article 5), or (v) otherwise affect the business, financial condition (including, but not by way of limitation, to require PalmSource to provide Xerox with debt, convertible debt or equity in PalmSource) or operations of PalmSource or the rights of Third Party Licensees, in each case under this clause (v) in a m...
MANAGEMENT AND COSTS. (a) TREBUCHET shall have the sole and exclusive right (even as against DSS) and authority on behalf of DSS and in its own behalf as an owner of the Patent to control the management of the European Litigation, including, without limitation, the right to determine strategy including when to ▇▇▇, where to ▇▇▇, which Person or Persons identified in Schedule 1 to ▇▇▇, hire or fire counsel, hire or fire experts, and otherwise make all decisions regarding the handling of any and all proceedings and litigations, including, without limitation, whether to commence proceedings or litigations identified in Schedule 8, whether to maintain or defend now existing proceedings and litigations identified in Schedule 8, and the resolution of the proceedings and litigations via settlement. TREBUCHET shall have the full authority to determine whether to seek review or appeal a determination in any such proceedings or litigations. TREBUCHET may in its discretion investigate the legal basis of the claims to be made, may investigate the capacity of the Persons identified in Schedule 1 to meet any award or order made against them relating to the claims, may investigate the interest of the Persons identified in Schedule 1 to resolve the claims by non-litigious means and may investigate any other matters relevant to such claims.
(b) TREBUCHET may on behalf of DSS and on its own behalf consent to entry of any judgment or consent to enter into any settlement or to compromise any claim related to the Patent with respect to the Persons identified in Schedule 1 or to the European Litigation without DSS’ consent including without limitation granting rights under the Patent; provided that TREBUCHET shall obtain DSS’ prior consent if the effect of such judgment or settlement is to (i) permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against DSS, (ii) require the payment by DSS of future royalties or any other payments in excess of $5,000 in the aggregate, (iii) require DSS to make any payment not fully indemnified under this Agreement (other than payments made or costs incurred by DSS pursuant to Article 5), (iv) require DSS to grant any rights other than in the Patent to any Person, including but not limited pursuant to a license to any of its intellectual property other than the Patent, or (v) otherwise affect the business, financial condition (including, but not by way of limitation, to require DSS to provide ECB...
MANAGEMENT AND COSTS. [Commercially sensitive information relating to dispute resolution redacted]