Common use of Third Party Infringements of XX Xxxxx Clause in Contracts

Third Party Infringements of XX Xxxxx. This Section 5.12 shall not apply in instances involving uses of both of the XX Xxxxx and the Vernova Marks (which instances are solely addressed by Section 5.13). (a) Licensee, on behalf of itself and each Permitted Sublicensee, shall promptly notify Parent in writing of all (i) counterfeit goods, parallel imports or gray good issues relating to products or services in the same or similar categories as the Licensed Products using the XX Xxxxx, or marks or designs confusingly similar to the XX Xxxxx, or (ii) disputes or issues relating to or otherwise implicating the XX Xxxxx with distributors, Vendors, Permitted Sublicensees or other Persons, in each case, as they relate to the Licensed Products, of which it becomes aware. With respect to any such claims or allegations, upon Xxxxxx’s prior written approval, to be provided in Parent’s sole discretion, Licensee shall have the right to make demands or claims, institute suit, give notices, or take action on account of such disputes, issues or infringements; provided, however, that Parent shall be permitted to participate and provide input with respect to such matters, and Licensee must obtain prior written approval from Parent, to be provided in Parent’s sole discretion, prior to settling or otherwise resolving any such matters. Licensee shall be solely responsible for all reasonable expenses, legal fees, and costs incurred in connection with such matters and Licensee shall be entitled to all sums recovered from others as a result of such matters. If Licensee decides not to take action against an infringer or violator with respect to such matters, Parent may pursue such enforcement on its own at its sole cost and expense, in which case, Parent will be entitled to all sums recovered from others as a result of such matters. Licensee hereby agrees to (and to ensure Permitted Sublicensees) reasonably cooperate in such matters, including providing relevant records and documentation, making employees available, or providing other evidence or support as requested by Parent. (b) Licensee, on behalf of itself and each Permitted Sublicensee, shall promptly notify Parent in writing of all (i) counterfeit goods, parallel imports or gray good issues relating to products or services using the XX Xxxxx or marks or designs confusingly similar to the XX Xxxxx as they relate to products or services that are not in the same or similar categories as the Licensed Products, (ii) third-party infringements of, or unlicensed use of, marks or designs confusingly similar to the XX Xxxxx, (iii) ordinary course enforcement actions (e.g., oppositions, cancellations, cease and desist letters, domain name issues) concerning the XX Xxxxx or any Trademarks confusingly similar thereto, or (iv) other enforcement actions or infringement issues concerning the XX Xxxxx of which it or any Permitted Sublicensee becomes aware. With respect to any such claims or allegations, Parent shall have the right to make demands or claims, institute suit, give notices, effect settlements, or take action on account of such disputes, issues or infringements and to determine whether or not action shall be taken due to or against such disputes, issues or infringements or to otherwise terminate such disputes, issues or infringements; provided, however, that Licensee hereby agrees to (and to ensure Permitted Sublicensees) reasonably cooperate in such matters (including providing relevant records and documentation, making employees available, or providing other evidence or support as requested by Parent) and shall be permitted to participate and provide input with respect to such matters to the extent such matters impact the SpinCo Business. Parent shall be solely responsible for all reasonable expenses, legal fees, and costs incurred by Parent in connection with such matters and Parent will be entitled to all sums recovered from others as a result of such matters. If Xxxxxx decides not to take action against an infringer or violator with respect to such matters, Licensee may, upon Xxxxxx’s prior written approval, to be provided in Parent’s sole discretion, pursue such enforcement on its own at its sole cost and expense, in which case, Licensee will be entitled to all sums recovered from others as a result of such matters. Parent shall be permitted to participate and provide input in such matters, and Licensee must obtain prior written approval from Parent, to be provided in Parent’s sole discretion, prior to settling or otherwise resolving any such matters. (c) If reasonably requested by Licensee in light of particular sensitivities under the circumstances, the Parties shall enter into a nondisclosure agreement or joint defense and confidentiality agreement (as applicable), only to the extent necessary to protect privilege or confidential information disclosed in connection with this Section 5.12.

Third Party Infringements of XX Xxxxx. This Section 5.12 shall not apply in instances involving uses of both of the XX Xxxxx and the Vernova Marks (which instances are solely addressed by Section 5.13). (a) Licensee, on behalf of itself and each Permitted Sublicensee, shall promptly notify Parent in writing of all (i) counterfeit goods, parallel imports or gray good issues relating to products or services in the same or similar categories as the Licensed Products using the XX Xxxxx, Xxxxx or marks or designs confusingly similar to the XX Xxxxx, Xxxxx or (ii) disputes or issues relating to or otherwise implicating the XX Xxxxx with distributors, Vendors, Permitted Sublicensees or other Persons, in each case, as they relate to the Licensed Products, of which it becomes aware. With respect to any such claims or allegations, upon Xxxxxx’s prior written approval, to be provided in Parent’s sole discretion, Licensee shall have the right to make demands or claims, institute suit, give notices, or take action on account of such disputes, issues or infringements; provided, however, that Parent shall be permitted to participate and provide input with respect to such matters, and Licensee must obtain prior written approval from Parent, to be provided in Parent’s sole discretion, prior to settling or otherwise resolving any such matters. Licensee shall be solely responsible for all reasonable expenses, legal fees, and costs incurred in connection with such matters and Licensee shall be entitled to all sums recovered from others as a result of such matters. If Licensee decides not to take action against an infringer or violator with respect to such matters, Parent may pursue such enforcement on its own at its sole cost and expense, in which case, Parent will be entitled to all sums recovered from others as a result of such matters. Licensee hereby agrees to (and to ensure Permitted Sublicensees) reasonably cooperate in such matters, including providing relevant records and documentation, making employees available, or providing other evidence or support as requested by Parent. (b) Licensee, on behalf of itself and each Permitted Sublicensee, shall promptly notify Parent in writing of all (i) counterfeit goods, parallel imports or gray good issues relating to products or services using the XX Xxxxx or marks or designs confusingly similar to the XX Xxxxx as they relate to products or services that are not in the same or similar categories as the Licensed Products, (ii) third-party infringements of, or unlicensed use of, marks or designs confusingly similar to the XX Xxxxx, (iii) ordinary course enforcement actions (e.g., oppositions, cancellations, cease and desist letters, domain name issues) concerning the XX Xxxxx or any Trademarks Marks confusingly similar thereto, or (iv) other enforcement actions or infringement issues concerning the XX Xxxxx of which it or any Permitted Sublicensee becomes aware. With respect to any such claims or allegations, Parent shall have the right to make demands or claims, institute suit, give notices, effect settlements, or take action on account of such disputes, issues or infringements and to determine whether or not action shall be taken due to or against such disputes, issues or infringements or to otherwise terminate such disputes, issues or infringements; provided, however, that Licensee hereby agrees to (and to ensure Permitted Sublicensees) reasonably cooperate in such matters (including providing relevant records and documentation, making employees available, or providing other evidence or support as requested by Parent) and shall be permitted to participate and provide input with respect to such matters to the extent such matters impact the SpinCo Business. Parent shall be solely responsible for all reasonable expenses, legal fees, and costs incurred by Parent in connection with such matters and Parent will be entitled to all sums recovered from others as a result of such matters. If Xxxxxx decides not to take action against an infringer or violator with respect to such matters, Licensee may, upon Xxxxxx’s prior written approval, to be provided in Parent’s sole discretion, pursue such enforcement on its own at its sole cost and expense, in which case, Licensee will be entitled to all sums recovered from others as a result of such matters. Parent shall be permitted to participate and provide input in such matters, and Licensee must obtain prior written approval from Parent, to be provided in Parent’s sole discretion, prior to settling or otherwise resolving any such matters. (c) If reasonably requested by Licensee in light of particular sensitivities under the circumstances, the Parties shall enter into a nondisclosure agreement or joint defense and confidentiality agreement (as applicable), only to the extent necessary to protect privilege or confidential information disclosed in connection with this Section 5.12.