Protection and enforcement. The Borrower shall indemnify the Finance Parties from time to time on demand against all losses, costs and liabilities which any Finance Party may from time to time sustain, incur or become liable for in or about the protection, maintenance or enforcement of the rights conferred on the Finance Parties by the Security Documents or in or about the exercise or purported exercise by the Finance Parties of any of the rights, powers, discretions or remedies vested in them under or arising out of the Security Documents, including (without limitation) any losses, costs and liabilities which any Finance Party may from time to time sustain, incur or become liable for by reason of any Finance Party being mortgagees of any Vessel, assignees of any Mortgage and/or a lender to the Borrower, or by reason of any Finance Party being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of any Vessel. No such indemnity will be given to a Finance Party where any such loss, cost or liability has occurred due to gross negligence or wilful misconduct on the part of that Finance Party; however this shall not affect the right of any other Finance Party to receive any such indemnity.
Protection and enforcement. A Party may, but shall not be obliged to, implement in its domestic law more extensive protection and enforcement of intellectual property rights than is required under this Chapter, provided that such protection and enforcement do not contravene this Chapter.
Protection and enforcement. Each party will have the responsibility, in its sole discretion and at its sole expense, to protect and enforce its Intellectual Property rights.
Protection and enforcement. The Borrowers shall indemnify the Banks and the Agent from time to time on demand against all losses, costs and liabilities which any Bank or the Agent may from time to time sustain, incur or become liable for in or about the protection, maintenance or enforcement of the rights conferred on the Banks and/or the Agent by the Security Documents or in or about the exercise or purported exercise by the Banks and/or the Agent of any of the rights, powers, discretions or remedies vested in them under or arising out of the Security Documents, including (without limitation) any losses, costs and liabilities which any Bank or the Agent may from time to time sustain, incur or become liable for by reason of the Banks or the Agent being mortgagees of any Vessel and/or a lender to the Borrowers, or by reason of any Bank or the Agent being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of any Vessel.
Protection and enforcement. 15.5.1 The Borrower shall indemnify the Lender Finance Parties and KEIC from time to time on demand against all losses, costs and liabilities which any Lender Finance Party or KEIC may from time to time sustain, incur or become liable for in or about the protection, maintenance or enforcement of the rights conferred on the Lender Finance Parties and KEIC by the Security Documents or in or about the exercise or purported exercise by the Lender Finance Parties or KEIC of any of the rights, powers, discretions or remedies vested in them under or arising out of the Security Documents, including (without limitation) any losses, costs and liabilities which any Lender Finance Party or KEIC may from time to time sustain, incur or become liable for by reason of any Lender Finance or KEIC Party being mortgagees of the Vessel, assignees of any Mortgage and/or a Lender to the Borrower, or by reason of any Lender Finance Party or KEIC being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of the Vessel. No such indemnity will be given to a Lender Finance Party or KEIC where any such loss, cost or liability has occurred due to wilful misconduct or recklessness with knowledge of the probable consequences on the part of that Lender Finance Party or KEIC; however this shall not affect the right of any other Lender Finance Party or KEIC to receive any such indemnity.
15.5.2 The Agent shall:
(a) notify the Borrower in writing of any claim made against it of which it is aware which is likely to give rise to such losses, costs and liabilities;
(b) unless an Event of Default has occurred and is continuing, consult, in good faith with the Borrower, in respect of such claim until such date as the Lender Finance Party is obliged to satisfy or discharge such claim and not enter into any settlement or other compromise in respect of such claim without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed), unless the Lender Finance Parties expressly waive in writing their right to be indemnified in respect of such losses, costs and liabilities;
(c) so long as it is indemnified to its satisfaction against costs or liabilities that may be incurred, use reasonable endeavours to defend such claim and to avoid or reduce the losses, costs and liabilities which may be incurred; and
(d) unless an Event of Default has occurred and is continuing, give the Borrower a reasonable...
Protection and enforcement. A. In order to protect the Licensed Marks, the value of the Licensed Marks to Licensee, and the goodwill in the Licensed Marks, Licensor shall maintain (i) a system for protection of the Licensed Marks in the Company Field and (ii) a docketing system to monitor the activities in connection with (i), in each case of (i) and (ii), that is (1) at least comparable to commercially available systems sold for the same purpose and (2) consistent in all material respects with those in place as of the Effective Date except for any changes that apply to other GE businesses.
B. Licensor agrees to keep Licensee’s intellectual property counsel reasonably apprised (but no less than status updates on a semi-annual basis) with respect to any enforcement actions undertaken as to the Licensed Marks within the Company Field consistent with the manner in which Licensor works with other GE businesses on enforcement actions undertaken as to the Licensed Marks; provided, that, with respect to the enforcement actions, if so requested by Licensor, Licensee shall or one of its Affiliates shall enter into (A) a customary non-disclosure agreement and/or (B) a customary joint defense agreement or common interest agreement to ensure preservation of attorney-client privilege, in each case, with Licensor and its Affiliates with respect to any information to be provided to Licensee pursuant to this section which agreements shall be reasonably satisfactory to Licensor. Licensor agrees to provide reasonable information with respect to the registration of the Licensed Marks within the Company Field to Licensee upon request from Licensee consistent with the manner in which Licensor provides such information to other GE businesses.
C. With respect to enforcement actions undertaken as to the Licensed Marks, Licensee agrees that it will cooperate with and provide reasonable access to Licensor and its Affiliates and representatives, during normal business hours and upon reasonable notice, to Licensee’s personnel, properties, books and records and make available those employees of Licensee who assistance, expertise, testimony, notes and recollections or presence may be necessary to assist Licensor in connection the purpose referred to above, including the presence of such individuals as witnesses in hearings or trials for such purposes; provided, however, that such assistance will not unreasonably interfere with the business or operations of Licensee and Licensor shall bear all out of pocket costs ...
Protection and enforcement a. In the event that ATTENDEE learns of any infringement or unauthorized use of any of the Trademarks, Patents, Know-How, Trade Secrets, or Other Intellectual Property Rights, it shall notify CHAO SEMINARS of this infringement. CHAO SEMINARS shall have the right to take any action reasonably necessary to stop the infringement or unauthorized use. In this circumstance, CHAO SEMINARS shall control the litigation, and all costs, including attorney’s fees, shall be borne by CHAO SEMINARS, and CHAO SEMINARS shall retain all damages recovered.
b. If CHAO SEMINARS refuses or declines to take action to challenge an infringement or unauthorized use, ATTENDEE shall have the right, but not the obligation, to pursue such infringement or unauthorized use on behalf of CHAO SEMINARS. In this circumstance, ATTENDEE shall not have the authority to settle such an action without the prior consent of CHAO SEMINARS, but ATTENDEE may retain any and all monetary recovery up to an amount equal to its costs and expenses incurred in the action and the remainder of the recovery is to be paid to CHAO SEMINARS.
c. In the event that a third party institutes a legal action against ATTENDEE for its use of the Trademarks, Patents, Know-How, Trade Secrets, or Other Intellectual Property Rights as provided in this Agreement, ATTENDEE shall promptly notify CHAO SEMINARS of such suit. In this circumstance, the ATTENDEE shall indemnify CHAO SEMINARS for ATTENDEE’s actions relating to the Trademarks, Patents, Know-How, Trade Secrets, or Other Intellectual Property Rights as provided in this Agreement.
d. ATTENDEE shall cooperate with and assist CHAO SEMINARS in any manner reasonably necessary for retaining or enforcing the rights in the Trademarks, Patents, Know-How, Trade Secrets, and Other Intellectual Property Rights and shall assist in obtaining any intellectual property protection that CHAO SEMINARS may hereafter seek to obtain.
Protection and enforcement. The Indemnifier shall indemnify the Issuers and the Agent from time to time on demand against all claims, losses, costs, including but without limitation legal costs, and expenses which the Issuers or the Agent may from time to time sustain, incur or become liable for in or about the protection, maintenance or enforcement of the rights conferred on the Issuers or the Agent by the Security Documents or in or about the exercise or purported exercise by the Issuers or the Agent of any of the rights, powers, discretions or remedies vested in them or it under or arising out of the Security Documents, including (without limitation) any losses, costs and liabilities which the Agent and/or the Issuers may from time to time sustain, incur or become liable for by reason of the Agent and/or the Issuers being a mortgagee of the Vessel, or by reason of the Agent and/or the Issuers being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of the Vessel.
Protection and enforcement. Each Party shall have the right, in its sole discretion and at its own expense, to apply for, maintain and enforce and Intellectual Property Rights (including registrations therefor) with respect to the Technology owned by such Party as described above in this Section 13. Each party shall cooperate in good faith with respect to the protection and enforcement of Jointly Developed Technology. If the parties jointly decide to file for Intellectual Property protection of any Jointly Developed Technology, the parties shall, unless they otherwise agree in writing, jointly file and maintain such Intellectual Property Rights (including registrations therefor), with each party bearing one-half of the costs of such filing and maintenance.
Protection and enforcement. The Borrower shall indemnify the Banks and the Agent from time to time on demand against all losses, costs and liabilities which any Bank or the Agent may from time to time sustain, incur or become liable for in or about the protection, maintenance or enforcement of the rights conferred on the Banks and/or the Agent by the Security Documents or in or about the exercise or purported exercise by the Banks and/or the Agent of any of the rights, powers, discretions or remedies vested in them under or arising out of the Security Documents, or in connection with any third party liability claims (including but not limited to environmental or pollution claims) including (without limitation) any losses, costs and liabilities which any Bank or the Agent may from time to time sustain, incur or become liable for by reason of the Banks or the Agent being mortgagees of the Vessels and/or a lender to the Borrower, or by reason of any Bank or the Agent being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of a Vessel.
