Alleged Infringement Sample Clauses

Alleged Infringement. If subsequent to the Effective Date, Supplier’s Product or process of manufacture of a Product becomes or is likely to become the subject of an infringement claim or action except with respect to a ***, Supplier may at its sole option: (i) procure the right to use the applicable intellectual property in the process for manufacture of such Product; (ii) modify the process of manufacture; or (iii) if, in Supplier’s opinion, neither (i) nor (ii) above are commercially reasonable, Supplier may terminate Supplier’s obligations (and the Company’s rights) hereunder with respect to such Product. Allegations of *** with respect to any of the *** shall be governed by Section 12.7.
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Alleged Infringement. 9.01 LICENSEE shall promptly notify EATON of any alleged and/or suspected infringement of the LICENSED TRADEMARKS and agrees to cooperate with EATON and do all acts, deeds and things necessary for protecting the LICENSED TRADEMARKS against alleged infringers. EATON shall have the sole right to initiate and control legal proceedings with respect to alleged infringers or take whatever action it deems necessary with respect thereto. EATON shall have the right to institute such legal proceedings in its name, or in the name of LICENSEE, or in the joint names of EATON and LICENSEE. All costs incurred regarding the LICENSED TRADEMARKS under this Section 9.01 shall be borne by EATON.
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Alleged Infringement. We respect the intellectual property rights of others, and We ask you to do the same. In instances where We are notified of alleged infringement of MCAT Adventure or User Content through Our Designated Agent, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”). We may also make a good faith attempt to contact the person who submitted the affected material so that they may make a counter-notification. Do not submit false claims. Misuse of this process may result in the suspension of your account or other legal consequences.
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Alleged Infringement. 12.1 Either Party shall promptly notify the other of any alleged infringement of the Licensed Marks and agrees to cooperate with Licensor in, and do all acts, deeds, and things which are necessary for protecting the Licensed Marks against alleged infringers. Licensor shall have the right to initiate (or have initiated) and control legal proceedings with respect to alleged infringers or take whatever action it deems necessary with respect thereto. Licensor shall have the right to institute or have instituted such legal proceedings in its name, or in the name of Licensee and any of them jointly, provided, however, that Licensor shall consult with and obtain the approval of Licensee prior to instituting or causing institution of such legal proceedings joining Licensee as a Party.
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Alleged Infringement. If, during the term of this ADM Agreement, any third party (other than an Affiliate of a party) claims that Cardiac Science's making, using or selling of Licensed Products hereunder infringes on a third-party patent, or other proprietary right of a third party, within sixty (60) days after notice by Cardiac Science, HeartSine shall either (i) procure for Cardiac Science the right to exercise all rights HeartSine under this ADM Agreement without any additional payment therefor by Cardiac Science, or (ii) advise Cardiac Science that it elects not to procure such rights itself. If HeartSine does not procure such right within such sixty
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Alleged Infringement. Notwithstanding Sections 10.1(d) and 10.4, if any claim, action, suit or proceeding is brought, or is threatened to be brought, against Distributor, any Subdistributor or any of their Affiliates alleging that the marketing, distribution, use or sale of any Products infringes or violates any patent, trademark or other proprietary rights of any third party, Distributor may assume the defense of such claim, action, suit or proceeding or, after consulting with THERMO, procure for itself the right to exercise all distribution and other rights granted to it under this Agreement without any additional payment therefor by Distributor. THERMO will cooperate with Distributor as reasonably requested by Distributor in connection with the assumption of such defense, and any claims, losses, damages, liabilities, causes of action, suits, costs and expenses, including all reasonable attorneys' fees and disbursements of counsel and expenses of investigation, incurred by Distributor in connection with such defense shall be borne equally by the parties.
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Alleged Infringement. If, during the term of this License Agreement, any third party (other than an Affiliate of a party) claims that RMS' making, using or selling of Licensed Products hereunder infringes on a third-party patent, or other proprietary rights of a third party as a result of the use of the Licensed Patents and/or the Licensed Technology, within one hundred and twenty (120) days after notice by RMS, BEBIG shall either (i) procure for RMS the right to exercise all rights licensed under this License Agreement without any additional payment therefor by RMS. 8 or (ii) advise RMS that it elects not to procure such rights itself. If BEBIG does not procure such right within such 120-day period after notice of such claim by RMS, RMS shall have the right, but not the obligation, to procure such rights itself. RMS shall be entitled to offset any expenses or costs it incurs in obtaining or maintaining such rights as an License Fee Offset as against amounts payable to BEBIG under this License Agreement pursuant to Section 4.4.
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Alleged Infringement. If you believe that materials posted on the Sites infringe rights you enjoy under copyright law in specific materials (collectively, a "Work"), we request that you follow the procedure described below to notify us of your concerns or objections, or disable access to material that you believe infringes your Work. If you believe materials posted on this Site infringe the copyright in your Work, your concerns should be directed to our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) to respond to such concerns (our "Designated Agent"): OrthoAxis, LLC Attn: Copyright Dispute
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Related to Alleged Infringement

  • Claimed Infringement Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian or Landos or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Territory. Lian will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheld.

  • Patent Infringement A. The Contractor shall report to OC Public Works, promptly and in reasonable detail, each notice or claim of patent infringement based on the performance of this Contract of which the Contractor has knowledge.

  • Non-Infringement To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company-Owned Intellectual Property by any third party. The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has never infringed or misappropriated any Third-Party Intellectual Property and has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted and currently conducted by the Company and currently proposed to be conducted by the Company, has not and does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold and there is no basis for any such claims. The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, or that may affect the validity, use or enforceability of any Company Intellectual Property; provided, however, that the foregoing is made to the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the Business of the Company, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights. There is no basis for a claim that any Company Intellectual Property is invalid or unenforceable, provided, however, that the foregoing is made to the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

  • Third Party Infringement In the event there is infringement by a third party of any Biochrom patent for the Product (“Third Party Infringement”) and GE Healthcare becomes aware of such infringement, GE Healthcare may give Biochrom written notice to that effect, including with such written notice evidence establishing a prima facie case of infringement by such third party. Biochrom shall bear all expenses of any suit brought by it based upon such infringement and shall retain all damages or other monies awarded or received in settlement of such suit. If, after the expiration of ninety (90) days from the date of such notice, Biochrom has not obtained a discontinuance of such infringement or brought suit against the third party infringer, then the parties shall appoint by mutual agreement an attorney with at least 15 years experience in litigating patent infringement lawsuits in the United States, who is a partner at a law firm with a nationally recognized intellectual property practice and who has no prior relationship with either party (“Independent Patent Counsel”). Such Independent Patent Counsel shall evaluate the identified Third Party Infringement and advise the parties in writing by not later than 60 days after his or her appointment whether he or she believes there is a reasonable likelihood of success in pursuing a claim for the Third Party Infringement. The cost of Independent Patent Counsel shall be shared equally by the parties. If Independent Patent Counsel determines that there is a reasonable likelihood of success and by the 30th day after such advice Biochrom has still not obtained a discontinuance of such infringement or brought suit against the third party infringer, then GE Healthcare shall have the right, but not the obligation, to bring suit against such infringer. Biochrom will cooperate with GE Healthcare in any such suit for infringement brought by GE Healthcare against such third party, and shall have the right to consult with GE Healthcare and to participate in and be represented by independent counsel in such litigation at its own expense. GE Healthcare shall bear all expenses of such suit, and shall retain any damages or other monies awarded or received in consequence of such litigation.

  • Trademark Infringement (a) If either Party learns that a third party is infringing the ACTIMMUNE xxxx, it shall promptly notify the other in writing. The Parties shall use reasonable efforts in cooperation with each other to stop such trademark infringement without litigation.

  • Other Infringement The Parties shall mutually agree on a case-by-case basis (A) whether to bring (or defend) and control any action or proceeding with respect to Competitive Infringement of any Patent Right that is not a Relevant Patent Right, (B) which Party would bring (or defend) and control such action, and (C) how the expenses of, and any recovery from, any such action would be allocated.

  • No Infringement To the best of the Company's knowledge, the Company has not violated or infringed and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed, any Intellectual Property of any other person or entity, to the extent that any such violation or infringement, either individually or together with all other such violations and infringements, would have a Material Adverse Effect.

  • Third Party Infringement Claims If a Third Party Infringement Claim occurs in the Territory with respect to one or more elements of the RLS Licensed Technical Information or RLS Licensed Software, or in Teletrac's opinion is likely to occur, Teletrac will use reasonable commercial efforts, at its option and expense, either to challenge such Third Party Infringement Claim or otherwise procure for Licensee the right to continue to use, maintain and provide support for the Radio Location System, or to replace or modify the alleged infringing element so that such element becomes non-infringing, provided that such replacement or modification does not materially affect performance of the Radio Location System. If Teletrac has spent, or anticipates that it will be required to spend, more than U.S. $100,000 for such efforts, then Teletrac may give Licensee a ninety (90) day option to pursue such efforts on its own and at its own expense. If Licensee elects to pursue such efforts on its own, then Licensee may deduct from the Annual Royalty Payments due to Teletrac in the future, the reasonable expenses Licensee has incurred in obtaining non-infringing elements, up to a maximum amount of U.S.$250,000. If Licensee has not elected to pursue such efforts on its own within such ninety (90) day option period, then Licensee must notify Teletrac in writing either (i) that this License Agreement shall continue in full force and effect without regard to such Third Party Infringement Claim and without any reduction in the Annual Royalty Payment, or (ii) that Licensee elects to terminate this License Agreement due to such Third Party Infringement Claim, which shall be deemed to be a termination under Section 7.1. If the use of any RLS Licensed Software or RLS Licensed Technical Information is enjoined and the foregoing remedies cannot reasonably be accomplished, or if Licensee elects to continue this License Agreement but fails to procure the right to use the infringing element or to replace or modify the infringing element so that it becomes non-infringing, then Teletrac may require the return of the infringing RLS Licensed Software or RLS Licensed Technical Information, and Licensee's right to use such RLS Licensed Software or RLS Licensed Technical Information shall thereupon terminate. In no event shall Teletrac have any obligation to repay or refund any amounts previously paid to it by Licensee.

  • Intellectual Property Infringement The Supplier warrants that the use or supply by UNDP of the goods sold under this Purchase Order does not infringe any patent, design, trade-name or trade-mark. In addition, the Supplier shall, pursuant to this warranty, indemnify, defend and hold UNDP and the United Nations harmless from any actions or claims brought against UNDP or the United Nations pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection with the goods sold under this Purchase Order.

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