Resolution of Watermark Screening IP Claims Sample Clauses

Resolution of Watermark Screening IP Claims. Adopter shall be required to resume compliance with the Suspended Watermark Screening Obligations as soon as commercially reasonably possible after one of the following conditions is satisfied: (i) there is a commercially reasonable non-infringing alternative (other than accepting a license from the party giving notice of or filing a lawsuit based on the Watermark Screening IP Claim) to comply with the Suspended Watermark Obligations; (ii) AACS revises or amends the Watermark Screening Obligations in a manner that avoids the Watermark Screening IP Claim at commercially reasonable expense to Adopter, (iii) AACS obtains or Adopter obtains a license or binding non-assert on commercially reasonable terms that resolves the Watermark Screening IP Claim for the benefit of Adopter, provided, however that neither Adopter nor AACS shall be under any obligation to obtain such license or non-assert; (iv) AACS provides indemnification to Adopter, upon terms and conditions reasonably acceptable to Adopter, with respect to such Suspended Watermark Screening Obligations, or (v) Verance provides indemnification to Adopter, upon terms and conditions reasonably acceptable to Adopter, with respect to such Suspended Watermark Screening Obligations. Adopter shall reasonably cooperate with AACS LA in AACS LA’s effort to implement (ii), (iv) or (v). For the avoidance of doubt, nothing in this Section 3.5.2 is intended to create an obligation on the part of AACS or Verance to offer indemnification.
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