Common use of Suits Related to Licensed Marks Clause in Contracts

Suits Related to Licensed Marks. 7.2.1 Xxxxx Holdings, at its sole cost and expense, may institute and prosecute infringement actions or similar proceedings with respect to the unauthorized use or infringement of any of the Licensed Marks or Trump’s likeness by any third party or any act of unfair competition by any third party relating to any of the Licensed Marks or Trump’s likeness. In such event, Xxxxx shall fully cooperate with Xxxxx Holdings, at Xxxxx Holdings’ sole cost and expense, in the prosecution of such actions and shall, if requested by Xxxxx Holdings, and at Xxxxx Holdings’ sole cost and expense, join with Xxxxx Holdings as a party to any action brought by Xxxxx Holdings for such purpose. Any recovery as a result of any such infringement or other action instituted by Xxxxx Holdings with respect to the unauthorized use or infringement of any of the Licensed Marks or Trump’s likeness by any third party or any act of unfair competition by any third party relating to any of the Licensed Marks or Trump’s likeness, shall belong solely to Xxxxx Holdings, except that Xxxxx shall have the right to recover from such third party losses and damages suffered as a direct consequence of such infringement or other action. Should Xxxxx Holdings fail to take action within ninety (90) days of receiving notice thereof (or otherwise notifies Xxxxx of its intent not to take action), Xxxxx may, at Trump’s expense, bring such action or proceeding and shall be entitled to any recovery therefrom. 7.2.2 In the event of the institution of any infringement action by a third party against Xxxxx Holdings or any of its sublicensees for use of any of the Licensed Marks or Trump’s likeness in accordance with the provisions of this Agreement, Xxxxx Holdings shall promptly notify Xxxxx of such action in writing. Xxxxx shall cooperate in such defense as reasonably requested by Xxxxx Holdings, at Xxxxx Holdings’ expense. Any settlement of such suit shall be subject to Trump’s approval, such approval not unreasonably to be withheld. If within such time as the situation may allow, Xxxxx Holdings shall request Xxxxx to consent to the proposed settlement, and Xxxxx shall neglect or decline to do so, Xxxxx shall, at Xxxxx Holdings’ sole option and upon notice by Xxxxx Holdings, immediately undertake to continue the defense at his sole expense. In the event Xxxxx fails so to assume the defense, if so requested, Xxxxx Holdings shall have the right to settle such matter upon terms Xxxxx Holdings reasonably believes advisable or in Xxxxx Holdings’ reasonable business discretion to continue the defense thereof.

Suits Related to Licensed Marks. 7.2.1 Xxxxx Holdings6.2.1. Any of the Licensee Entities, at its sole cost and expense, may institute and prosecute infringement actions or similar proceedings with respect to the unauthorized use or infringement of any of the Licensed Marks or Trump’s likeness the DJT/Ivanka Likenesses/Images by any third party or any act of unfair competition by any third party relating to any of the Licensed Marks or Trump’s likenessthe DJT/Ivanka Likenesses/Images, in each case to the extent the third-party products or services (i) directly relate to Casino and Gaming Activities in the Restricted Territories as they pertain to and are conducted at the Casino Properties and (ii) are likely to result in brand confusion with respect to the Licensed Marks or the DJT/Ivanka Likenesses/Images within the Restricted Territories. In such event, the applicable Xxxxx Party shall fully reasonably cooperate with Xxxxx Holdings, at Xxxxx Holdings’ sole cost and expense, in the prosecution of such actions and shall, if requested by Xxxxx Holdings, and at Xxxxx Holdings’ sole cost and expense, join with Xxxxx Holdings as a party to any action brought by Xxxxx Holdings for such purpose. Any recovery as a result of any the prosecution of such infringement or other action instituted by Xxxxx Holdings with respect to the unauthorized use or infringement of any of the Licensed Marks or Trump’s likeness by any third party or any act of unfair competition by any third party relating to any of the Licensed Marks or Trump’s likeness, actions shall belong solely to Xxxxx HoldingsHoldings (solely to the extent such recovery relates to third-party products and services as described in clauses (i) and (ii) above), except that the applicable Xxxxx Party shall have the right to recover from such third party any losses and damages suffered by such Xxxxx Party as a direct consequence of such infringement or other action. Should Xxxxx Holdings fail to take action within ninety (90) days of receiving notice thereof (or otherwise notifies the applicable Xxxxx Party of its intent not to take action), such Xxxxx Party may, at Trump’s its expense, bring such action or proceeding and shall be entitled to any recovery therefrom. 7.2.2 6.2.2. In the event of the institution of any infringement action by a third party against Xxxxx Holdings the Licensee Entities or any of its sublicensees Permitted Sublicensees for use of any of the Licensed Marks Marks, the Xxxxx Names, Related Intellectual Property or Trump’s likeness the DJT/Ivanka Likenesses/Images in accordance with the provisions of this Agreement, Xxxxx Holdings shall promptly notify the applicable Xxxxx Party of such action in writing. Such Xxxxx Party shall reasonably cooperate in such defense as reasonably requested by Xxxxx Holdings, at Xxxxx Holdings’ expense. Any settlement of such suit shall be subject to Trumpsuch Xxxxx Party’s approval, such approval not unreasonably to be withheld. If within ; provided, however, that the Xxxxx Parties may, without limitation, take into account, in good faith whether such time as settlement will harm the situation may allowvalidity, goodwill and/or integrity of, or dilute the Licensed Marks, the Xxxxx Holdings shall request Names, the Related Intellectual Property, the Ivanka Names and/or the DJT/Ivanka Likenesses/Images or any Xxxxx to consent to Party’s rights therein, or impose any obligations on the proposed settlement, and Xxxxx shall neglect or decline to do so, Xxxxx shall, at Xxxxx Holdings’ sole option and upon notice by Xxxxx Holdings, immediately undertake to continue the defense at his sole expense. In the event Xxxxx fails so to assume the defense, if so requested, Xxxxx Holdings shall have the right to settle such matter upon terms Xxxxx Holdings reasonably believes advisable or in Xxxxx Holdings’ reasonable business discretion to continue the defense thereofParties.

Suits Related to Licensed Marks. 7.2.1 Xxxxx HoldingsCompany, at its sole cost and expense, may may, but shall not be obligated to, institute and prosecute infringement actions or similar proceedings with respect to the unauthorized use or infringement of any of the Licensed Marks or Trump’s likeness by any third party or any act of unfair competition by any third party relating to any of the Licensed Marks or Trump’s likenessMarks. In such event, Xxxxx Trump shall fully cooperate with Xxxxx Holdings, at Xxxxx Holdings’ sole cost and expense, xxxx Company in the prosecution of such actions and shall, if requested by Xxxxx Holdings, Company and at Xxxxx Holdings’ sole cost and Company's expense, join with Xxxxx Holdings Company as a party to any action brought by Xxxxx Holdings Company for such purpose. Any recovery as a result of any such infringement or other action instituted by Xxxxx Holdings Company with respect to the unauthorized use or infringement of any of the Licensed Marks or Trump’s likeness by any third party or any act of unfair competition by any third party relating to any of the Licensed Marks or Trump’s likenessMarks, shall belong solely to Xxxxx HoldingsCompany, except that Xxxxx Trump shall have the right to recover xx xxcover from such third party losses and damages suffered as a direct consequence of such infringement or other action. Should Xxxxx Holdings Company fail to take any action within ninety (90) days of receiving notice thereof (or otherwise notifies Xxxxx Trump of its intent not to take xxxx any action), Xxxxx may, Trump may at Trump’s expenseTrumx'x xxpense, bring such action or proceeding and shall be entitled to any recovery therefromtherefore. 7.2.2 In the event of the institution of any infringement action by a third party against Xxxxx Holdings or any of its sublicensees Company for use of any of the Licensed Marks or Trump’s likeness in accordance with the provisions of this Agreement, Xxxxx Holdings Company shall promptly notify Xxxxx Trump of such action in writingwrixxxx. Xxxxx Trump may join anx/xx control the defense of such action at Trump's expense, and Trump shall cooperate in such defense suxx xxfense as reasonably requested by Xxxxx HoldingsCompany, at Xxxxx Holdings’ Trump's expense. Any settlement of such suit shall be subject to Trump’s 's approval, such approval not unreasonably to be withheld. If within such time as the situation may allow, Xxxxx Holdings Company shall request Xxxxx Trump to consent to the proposed proxxxxx settlement, and Xxxxx Trump shall neglect or neglexx xx decline to do so, Xxxxx Trump shall, at Xxxxx Holdings’ sole Company's sxxx option and upon notice by Xxxxx HoldingsCompany, immediately undertake to continue the defense at his sole expenseexpense and, in any event, shall furnish Company with security in the form of a surety company bond in the amount as shall under all circumstances be in Company's judgment adequate. In the event Xxxxx Trump fails so to assume the defensethx xxxense, if so requested, Xxxxx Holdings or to furnish such bond, Company shall have the right to settle such matter upon terms Xxxxx Holdings reasonably believes Company thinks advisable or in Xxxxx Holdings’ reasonable business Company's discretion to continue the defense thereof.