Third Party Action. Except as agreed to by the Parties in writing, following the Closing, PMI will have the sole and exclusive right and discretion to enforce the rights, title and interests in and to the Transferred Assets against Third Parties. If PMI is unable to enforce any obligation or other right without LD being party to an Action, then LD shall voluntarily join as a party in such Action as necessary to enforce any such obligation or other right; provided, that PMI agrees in advance to reimburse LD for its reasonable fees, costs and expenses relating thereto. Following the Closing, LD shall not testify (whether by declaration, affidavit, or in person) and LD shall not challenge or assist any Third Party in challenging the validity, enforceability or value of the Assigned Intellectual Property Rights or other Transferred Assets, in each case other than under subpoena or similar legal order.
Appears in 4 contracts
Samples: Asset Purchase and Intellectual Property Assignment Agreement (Turnpoint Medical Devices, Inc.), Assignment and Assumption, Consent and Modification Agreement (Turnpoint Medical Devices, Inc.), Asset Purchase and Intellectual Property Assignment Agreement (Turnpoint Medical Devices, Inc.)
