Common use of Third-party Infringement Claims and Lawsuits Clause in Contracts

Third-party Infringement Claims and Lawsuits. Licensee shall report to UL within five (5) Business Days all information in its possession relative to any actual or threatened (in writing) suit, claim or other proceeding relating to the Licensed Brand Assets brought or threatened to be brought against Licensee, any of its Affiliates or any of Licensee’s Sublicensees. UL shall have the right to control the defense of any such suit, claim or other proceeding including any settlement or resolution thereof which UL must elect to do within ten (10) Business Days after any such report by Licensee to UL. If UL elects to defend any such suit, claim or other proceeding, Licensee shall have the right, at its sole cost and expense, to participate in the defense of any such suit in cooperation with UL and otherwise subject to the terms, conditions and limitations of this Agreement. Licensee shall notify the carrier of insurance required under Section 3.9 promptly upon learning of any such actual or threatened claim, suit or other proceeding, in full compliance with all terms, conditions and requirements for coverage under such insurance policy.