Common use of Modification Due to Third-Party Claims Clause in Contracts

Modification Due to Third-Party Claims. The Parties understand that Parent, its Affiliates, and their respective authorized dealers use the XX Xxxxx to advance and promote Parent equipment and other product and service sales, and that Parent has a paramount obligation to preserve its ability to so use such XX Xxxxx. Should Parent’s trademark counsel render a legal opinion that concludes that use of the XX Xxxxx becomes threatened as a result of a claim by a third party or any applicable Law, then Licensee shall (and shall ensure each Permitted Sublicensee does) use commercially reasonable efforts (taking into consideration among other things any adverse impact or consequences that might arise from Licensee’s and Permitted Sublicensees’ continued use of the XX Xxxxx) to cease use of the XX Xxxxx upon notice from Parent to Licensee. Licensee shall (and shall ensure Permitted Sublicensees) comply fully and promptly with all guidelines provided to Licensee from time to time by Parent for the purpose of distinguishing Parent’s Trademarks and preventing confusion between itself and another entity. In addition, in the event of any such opinion, Xxxxxx’s and Licensee’s respective trademark counsel shall negotiate in good faith an amendment to this Agreement that modifies this Agreement only to the extent reasonably necessary to address the legal issue arising out of such third-party claim or Law. In the event that, as a result of such amendment, Licensee or any Permitted Sublicensee has Licensed Products that it cannot sell, Licensee or the applicable Permitted Sublicensee shall be permitted to remove the XX Xxxxx and all other Parent-identifying information (subject to applicable Law) and dispose of such inventory in a commercially reasonable manner.