Examples of IP Dispute in a sentence
In the event that Seller, any Subsidiary, Buyer and/or any Buyer Designee is notified or in any other way becomes aware of an IP Dispute and/or the commencement of legal action by a Third Party with respect to an IP Dispute, Seller or Buyer, as the case may be, promptly shall send written notice of such IP Dispute to the other party, provided, however, that failure to give such notice shall not relieve such party of any liability hereunder unless the other party has suffered prejudice by such failure.
For the avoidance of doubt, neither party shall be liable for losses, damages, costs and expenses incurred by the other party as a result of an IP Dispute unless expressly provided in this Section 9.4; provided that the provisions of this Section 9.4 shall not limit the rights of Buyer to bring a claim for a breach of the representations and warranties contained in Section 3 for a breach as of the date of this Agreement.
Either party shall, and shall cause its Affiliates to, assist and cooperate with the respective other party in any defense against any IP Dispute.
Each party shall bear all the fees, internal and external costs and expenses incurred by such party in connection with the conduct of such IP Dispute in connection with any IP Liability (including such party’s attorney’s and court fees) and such fees, costs and expenses shall not constitute IP Liabilities for the purposes of this Agreement.
If the Parties disagree that any action would reasonably be expected to have such a material negative effect or a corresponding course of action in view of any such material negative effect, then such matter shall be resolved as an IP Dispute.
In the event of any IP Dispute, each party shall be entitled but not obligated to participate in, at its own expense, the defense of such IP Dispute by the other party.
If the Parties are unable to resolve a dispute (other than a Warranty Dispute or an IP Dispute, any, a “Dispute”), despite its good faith efforts, either Party may refer the dispute to the Senior Executives of each Party’s respective business unit (or other designee).
Except as set forth in Section 3.3 (Decision Making), Section 7.9.5 (Third Party IP Dispute), Section 8.2.3 (Inventorship) and Section 13.1.5 (Injunctive Relief; Court Actions), any Dispute between the Parties or their respective Affiliates will be resolved in accordance with this Section 13.1 (Dispute Resolution).