Sharing of Litigation and Settlement Expenses Sample Clauses

Sharing of Litigation and Settlement Expenses. The costs incurred (a) in responding to or defending against a challenge to or infringement of a Party's Patent Rights specific to the Field or a charge that the manufacture, use or sale of Collaboration Products infringe upon the Patent Rights of Third Parties, (b) in settling any such actions, which may not be done without the prior written consent of the Steering Committee, which consent shall not be unreasonably withheld or delayed, and (c) as damages paid as a result of such actions shall be deemed Program Costs.
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Sharing of Litigation and Settlement Expenses. In the event that MMD elects to respond to, defend or prosecute any actions, challenges, infringements, misappropriations or proceeding by a Third Party alleging infringement described in Section 8.6, then: (i) legal fees and other costs and expenses associated with such response or defense, including those incurred by TKT at MMD's request, shall be shared *** by MMD and *** by TKT; (ii) costs of acquiring Third Party patents or licenses and any settlement, court award, judgment or other damages will be shared *** by MMD and *** by TKT; and (iii) amounts recovered from Third Parties in connection with such response or defense shall first be applied, *** to MMD and *** to TKT, to reimburse MMD and TKT for their respective costs and expenses incurred pursuant to clause (i) above, and thereafter shall be divided *** to MMD and *** to TKT. MMD shall advance all costs required to be paid by TKT pursuant to clauses (i) and (ii) of this subsection 8.6.3. and shall recover such advanced costs through credits against up to *** of the royalties otherwise payable by MMD to TKT hereunder, until the amount so advanced by MMD is fully recovered. TKT shall have no obligation to repay to MMD any amounts previously paid by MMD to TKT hereunder to cover such costs; provided, that if this Agreement is terminated or the sale of * covered by the TKT Patent Rights or which uses the TKT Technology is permanently enjoined in any country or countries in the MMD Territory accounting for substantially all of the Net Sales of * covered by the TKT Patent Rights or which uses the TKT Technology by MMD at a time when MMD has not recovered all of the costs advanced by MMD, then TKT shall pay to MMD************************** by MMD within a reasonable period of time.
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Sharing of Litigation and Settlement Expenses. The costs incurred in responding to or defending against a challenge to or infringement of a Party's Patent Rights specific to the Field or a charge that the manufacture, use or sale of Collaboration Products infringe upon the Patent Rights of Third Parties shall be deemed Program Costs.
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Sharing of Litigation and Settlement Expenses. In the event that the Licensee elects to respond to or defense against such challenge or infringement action, the costs incurred (i) in responding to or defending against a challenge to or infringement of the Patents or a charge that the manufacture, use or sale of Products infringe upon patents of third parties, (ii) in settling any such actions, which may not be done without the prior written consent of Axcelis, which consent shall not be unreasonably withheld or delayed, and (iii) as damages paid as a result of such actions shall be borne by the Licensee. The Licensee may not dispose of such action without the written consent of Axcelis (unless Axcelis shall have no further responsibility for such litigation upon such disposition).
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Sharing of Litigation and Settlement Expenses. In the event that the Licensee elects to respond to or defense against such challenge or infringement action, the costs
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Sharing of Litigation and Settlement Expenses. The costs incurred by a Party in responding to or defending against a challenge to or infringement of a Party's Patent Rights shall be borne by such Party. If any amounts are recovered in such efforts, such amounts shall be distributed to the Parties to reimburse them for such expenses. If recoveries are insufficient to provide for full reimbursement to all Parties, then the amounts recovered shall be disbursed in proportion to the amount to the Parties' respective expenses. If the amounts recovered exceed the total expenses incurred, such excess amounts shall be retained by the Party that controlled such action.
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Related to Sharing of Litigation and Settlement Expenses

  • Defense and Settlement of Third Party Claims (i) The Indemnifying Person shall have 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person that it desires to assume the defense of the Indemnified Person against the Third-Party Claim specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against any Third-Party Claim, the Indemnifying Person shall have the right to defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third-Party Claim; provided, however, that no such prior written consent of the Indemnified Person shall be required to any proposed settlement that involves only the payment of money by the Indemnifying Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability to all Indemnified Parties with respect to such claim; such proposed settlement is not dispositive with respect to other claims that may be made by any Indemnified Person; no injunctive or equitable is entered against any Indemnified Person; that the proposed settlement contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement does not include any admission of culpability.

  • Settlement of Litigation 8.7.1.2 Determination by the Licensing Administrator of back royalties owed by a licensee, including any determination made by the Licensing Administrator pursuant to Section 3.5.4;

  • Sharing of Liability If any Underwriter defaults in its obligations: (a) pursuant to Section 5.1, 5.2 or 5.4 hereof, (b) to pay amounts charged to its account pursuant to Section 7.1, 7.2, or 8.1 hereof, or (c) pursuant to Section 9.2, 9.3, 9.4, 9.5, 9.6, or 11.1 hereof, you will assume your proportionate share (determined on the basis of the respective Underwriting Percentages of the non-defaulting Underwriters) of such obligations, but no such assumption will relieve any defaulting Underwriter from liability to the non-defaulting Underwriters, the Issuer, the Guarantor, or the Seller for its default.

  • Mitigation and Set-Off The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to the Executive under this Agreement any amounts owed to the Company by the Executive, any amounts earned by the Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by the Executive in other employment had he sought such other employment.

  • Indemnification Procedures for Non-Third Party Claims In the event any Indemnified Party should have an indemnification claim against the Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder shall not relieve the Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has been actually prejudiced by such failure. If the Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder disputes such claim, such claim specified by the Shareholder in such notice shall be conclusively deemed a liability of the Shareholder under this Article VII and the Shareholder shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its liability with respect to such claim in a timely manner, Shareholder and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.9.

  • Recovery of Litigation Costs If any legal action or other proceeding is brought for the enforcement of this Warrant, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Warrant, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

  • Defense and Settlement The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Institution with respect to which the Receiver has indemnified the Assuming Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before the Bank Closing Date. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Institution with respect to any of its obligations under this Agreement.

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities relating to the participation of IMS Health Transferred Savings Plan Employees in the Corporation Savings Plan. The Corporation Group shall retain all other Liabilities relating to the Corporation Savings Plan.

  • Costs of Litigation The parties agree that the prevailing party in any action brought with respect to or to enforce any right or remedy under this Agreement shall be entitled to recover from the other party or parties all reasonable costs and expenses of any nature whatsoever incurred by the prevailing party in connection with such action, including without limitation reasonable attorneys' fees and prejudgment interest.

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

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