Suit by Licensor Clause Samples

Suit by Licensor. If BioLine does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 9.1.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within ninety (90) days after receipt of notice to BioLine by Licensor of the existence of an Infringement, Licensor may elect to do so. Should Licensor elect to bring suit against an infringer and BioLine is joined as party plaintiff in any such suit, BioLine shall have the right to approve the counsel selected by Licensor to represent Licensor and BioLine, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensor elects to bring, including any expenses of BioLine incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensor and Licensor shall hold BioLine free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensor shall not compromise or settle such litigation without the prior written consent of BioLine, which consent shall not be unreasonably withheld or delayed. In the event Licensor exercise its right to s▇▇ pursuant to this Section 9.1.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily involved in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, [***].
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Suit by Licensor. If, within ninety (90) days after notice by either party ---------------- of any alleged infringement, LICENSEE has been unsuccessful in persuading the alleged infringer to desist and has not commenced a suit or other legal proceedings, or if LICENSEE notifies LICENSOR at any time of its intention not to bring suit or other legal proceedings against an alleged infringer, the LICENSOR shall have the right, but not the obligation, to commence suit or other legal proceedings for such infringement. The total cost of any such infringement action commenced solely by LICENSOR shall be borne by LICENSOR, and LICENSOR shall retain any recovery of damages awarded in such action, except that [the confidential material contained herein has been omitted and has been separately filed with the Commission] of any such recovery or damages, after deducting all costs and expenses to prosecute and/or settle such suits or other legal proceedings (including, without limitation, attorneys fees and the fees of consultants and experts) shall be credited against all royalties payable hereunder. LICENSEE may, at its sole expense, participate in any suit or other legal proceedings commenced by LICENSOR.
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Suit by Licensor. If BioLine does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 9.1.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within 90 days after receipt of notice to BioLine by Licensor of the existence of an Infringement, Licensor may elect to do so. Should Licensor elect to bring suit against an infringer and BioLine is joined as party plaintiff in any such suit, BioLine shall have the right to approve the counsel selected by Licensor to represent Licensor and BioLine, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensor elects to bring, including any reasonable expenses of BioLine incurred in conjunction with actions requested by Licensor in connection with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensor and Licensor shall hold BioLine free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensor shall not compromise or settle such litigation without the prior written consent of BioLine, which consent shall not be unreasonably withheld or delayed. In the event Licensor exercises its right to ▇▇▇ pursuant to this Section 9.1.3, all reimbursement due to such actions shall be retained by Licensor.
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Suit by Licensor. If Company does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section (b) above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within [***] after receipt of notice to Company by Licensor of the existence of an Infringement, Licensor may elect to do so. The expenses of such suit or suits that Licensor elects to bring, including any expenses of Company incurred at Licensor request in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensor and Licensor shall hold Company free, clear and harmless from and against any and all costs of such litigation, including attorney’s fees. In the event Licensor exercise its right to ▇▇▇ pursuant to this subsection, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorney’s fees, necessarily involved in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Company shall receive such percentage of such remaining amounts equal to the applicable Sublicense Receipts payments rate in effect with respect to the relevant Licensed Product at the time of recovery and the remaining percentage of such funds shall be retained by Licensor.
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Suit by Licensor. If within six (6) months after notice by Licensee ---------------- to Licensor, or by Licensor to Licensee, of any alleged infringement, Licensee has been unsuccessful in persuading the alleged infringer to desist and has not brought an infringement action, or if Licensee notifies Licensor at any time of its intention not to bring suit against an alleged infringer, then and only then, Licensor shall have the right, but shall not be obligated, to commence suit for such infringement at Licensor's sole expense, and Licensor may, in such suit, use the name of Licensee as a nominal party. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the written consent of Licensee, which consent shall not be unreasonably withheld. Licensee shall not be responsible for any order for costs or award of sanctions that may be made or entered against Licensee in such proceedings.
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Related to Suit by Licensor

  • Indemnity by Licensee Licensee will defend at its expense, indemnify and hold harmless Licensor and its affiliates and their respective directors, officers, employees, agents and representatives from any losses, liabilities, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys’ fees and costs of suit) arising out of or relating to any Action against any of them that arises out of or relates to (a) any breach by Licensee of this Agreement or its warranties, representations, covenants and undertakings hereunder; (b) Licensee’s operation of the Licensee Business; or (c) any claim that Licensee’s use of the Mark, other than as explicitly authorized by this Agreement, infringes the rights of a third party.

  • By Licensor Licensor will indemnify and hold harmless Licensee, and its respective members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite facts.

  • Breach by Licensee a. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder. b. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. c. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

  • Termination by Licensor Without Notice Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill ▇▇ equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

  • Indemnification by Licensor 8.1 Licensor shall defend, indemnify, and hold Licensee and its Affiliates (other than Licensor), and their respective employees, officers, directors, agents and representatives (collectively, the “Licensee Indemnified Parties”), harmless from and against any and all losses, costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any claim by any third party against any Licensee Indemnified Party that any use of, or access to, the Licensed Database IP, Licensed Software or Licensed Manager Usage by such Licensee Indemnified Party as expressly authorized under or contemplated by these Terms infringes or misappropriates, as applicable, any trademarks, patent, copyrights, trade secrets or other intellectual property rights of any third party; provided that Licensee gives Licensor (i) prompt written notice of such claim; (ii) reasonable authority to control and direct the defense and settlement of such claim; and (iii) such information and assistance as Licensor may reasonably request, at Licensor’s expense, in connection with such defense or settlement. Notwithstanding the foregoing, Licensor shall not settle any third-party claim against any Licensee Indemnified Party (A) if such settlement requires such Licensee Indemnified Party to admit to any wrongdoing (other than in respect of any actual wrongdoing by such Licensee Indemnified Party), or (B) unless (i) such settlement completely and forever releases such Licensee Indemnified Party with respect thereto, or (ii) such Licensee Indemnified Party provides its prior written consent to such settlement. In any action for which Licensor provides defense on behalf of any Licensee Indemnified Party, such Licensee Indemnified Party may participate in such defense at its own expense by counsel of its choice. 8.2 Notwithstanding Section 8.1, Licensor shall have no obligation or liability to the extent that the alleged infringement is caused by (i) the combination, operation, or use of the Licensed Database IP, Licensed Software or Licensed Manager Usage with products, services, information, materials, technologies, business methods or processes not furnished by Licensor; (ii) modifications to the Licensed Database IP, Licensed Software or Licensed Manager Usage, which modifications are not made by Licensor or its agents; (iii) failure to use updates to the Licensed Database IP, Licensed Software or Website Content provided by Licensor, provided that updates to the Licensed Database IP and Licensed Software are in all material respects equivalent to, and may be readily substituted for, the Software being updated; and provided further that Licensee shall be afforded a reasonable amount of time to implement any update; or (iv) use of the Licensed Database IP or Licensed Software except in accordance with any applicable user documentation or specifications which have been specifically notified to Licensee (circumstances under the foregoing clauses (i) - (iv), collectively, “Licensee Indemnity Responsibilities”). 8.3 Upon the occurrence of any claim for which indemnity is or may be due under this Section 8, or in the event that Licensor reasonably believes that such a claim is likely, Licensor may, at its option (i) appropriately modify the Licensed Database IP, Licensed Software or Licensed Manager Usage so that they become non-infringing (provided such modifications do not alter the functionality or operations of the Licensed Database IP or Licensed Software in any material adverse respect), or substitute functionally equivalent software or services (at no cost to the Licensee, including for any required customizations); (ii) obtain a proper license to the applicable third-party intellectual property rights; or (iii) if the foregoing options in clause (i) and (ii) are not reasonably available, terminate the license to the affected Licensed Database IP or Licensed Software or cease use of the affected Licensed Manager Usage. The obligations set forth in this Section 8 shall constitute Licensor’s entire liability and Licensee’s sole remedy for any actual or alleged infringement or misappropriation referred to in Section 8.1.