Additional Infringement Remedies Sample Clauses

Additional Infringement Remedies. At BlueCat’s sole expense and discretion, in response to any pending or potential infringement claim, BlueCat may: (a) procure for Customer the right to continue using the offending BlueCat Offering or applicable portion thereof; (b) replace or modify the offending BlueCat Offering or applicable portion thereof so that it is non-infringing; or (c) terminate this Agreement either entirely or only as it relates to the offending BlueCat Offering in question or the applicable portion thereof and upon return of the BlueCat Offering in question or the applicable portion thereof or certification of destruction, refund to Customer the pro rata unused portion of any prepaid fees allocable to such part(s) of the BlueCat Offerings that is (are) terminated. For software licensed on a perpetual basis, such refund shall be based on the unamortized or un- expensed portion of the purchase price allocated to that portion of the Software, based on a three-year straight line amortization.
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Additional Infringement Remedies. In the event that any Services performed or Deliverable supplied by or through HWML in connection with this Agreement or any HWML Materials becomes, or in HWML’s reasonable opinion, is likely to become, the subject of a Claim of infringement, or if Broker is prevented from using the Services, the Work Product or the HWML Materials by reason of a Claim of infringement, HWML shall make commercially reasonable efforts, at HWML’s expense, to (i) modify the applicable component of the Services, Work Product or HWML Materials so that there is no longer any infringement, provided that the modification does not adversely affect the functionality or performance capabilities of the Work Product, Services or HWML Materials; (ii) procure for Broker Indemnitees the right to continue using the infringing component of the Work Product, Services or HWML Materials on terms not less favorable than those provided in this Agreement; or (iii) replace the infringing Services, Work Product or HWML Materials with functionally equivalent non-infringing Services, Work Product or HWML Materials that satisfy the warranties and covenants herein. In the event that the foregoing are not reasonably feasible within ninety (90) days after Broker is advised by HWML to cease using the allegedly infringing Deliverable, Service or HWML Materials, then either Party may terminate the Agreement and HWML shall refund all unused fees directly attributable to the infringing Services, Work Product or HWML Materials previously paid by Broker, including any unused prepayments received by HWML for Services or Work Product not provided as a result termination under this Section or as a result of Broker being advised to cease using the Services or Work Product as set out herein, as liquidated settlement of any liability other than the foregoing obligation of indemnification.
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Additional Infringement Remedies. 12 7.2.4 Limitations................................................... 12 7.2.5 Indemnification by AT&T....................................... 12
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Additional Infringement Remedies. At BlueCat’s sole expense and discretion, in response to any pending or potential infringement claim, BlueCat may: (a) procure for Customer the right to continue using the offending Software Product and Cloud Services Offering or applicable portion thereof; (b) replace or modify the offending Software Product and Cloud Services Offering or applicable portion thereof so that it is non-infringing; or (c) terminate this Agreement either entirely or only as it relates to the offending Software Product and Cloud Services Offering in question or the applicable portion thereof and upon return of the Software Product and Cloud Services Offering in question or the applicable portion thereof or certification of destruction, refund to Customer the pro rata unused portion of any prepaid fees allocable to such part(s) of the Software Product and Cloud Services Offerings that is (are) terminated. For Software, licensed on a perpetual basis, such refund shall be based on the unamortized or unexpensed portion of the purchase price allocated to that portion of the Software, based on a three-year straight line amortization.
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Additional Infringement Remedies. If all or any part of the UPI Software or the Application Server Software, as the case may be, as a result of any proceeding described in paragraph 7.2.2, is held to constitute infringement of any Proprietary Right of a third party, and AT&T's or its Affiliates' use of such UPI Software or Application Server Software is enjoined, UPI will at its sole cost and expense (a) procure for AT&T and its Affiliates the right to continue to use the UPI Software or the Application Server Software, as the case may be; (b) replace the UPI Software or the Application Server Software, as the case may be, with substantially equal items that do not infringe, [******************************] any Proprietary Right of any third party; or (c) modify the UPI Software or the Application Server Software, as the case may be, so it becomes noninfringing, provided that the usefulness (in AT&T's reasonable determination) of the same is maintained. The [******] set forth in this paragraph 7.2.3 [**] in addition to [******** *******] to which AT&T may be entitled under this Agreement (including, without limitation, [********] set forth in paragraph [***]) and [************].
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Additional Infringement Remedies. If all or any part of the UPI Software or the Application Server Software, as the case may be, as a result of any proceeding described in paragraph 7.2.2, is held to constitute infringement of any Proprietary Right of a third party, and AT&T's or its Affiliates' use of such UPI Software or Application Server Software is enjoined, UPI will at its sole cost and expense (a) procure for AT&T and its Affiliates the right to continue to use the UPI Software or the Application Server Software, as the case may be; (b) replace the UPI Software or the Application Server Software, as the case may be, with substantially equal items that do not infringe, wrongfully use or misappropriate any Proprietary Right of any third party; or (c) modify the UPI Software or the Application Server Software, as the case may be, so it becomes noninfringing, provided that the usefulness (in AT&T's reasonable determination) of the same is maintained. The remedies set forth in this paragraph 7.2.3 are in addition to all other remedies to which AT&T may be entitled under this Agreement (including, without limitation, the remedy set forth in paragraph 7.2.2) and applicable law.
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Additional Infringement Remedies. If commercially reasonable, and in addition to the other obligations set forth above, «Oxford Immunotec » will, at its sole cost and expense: (i) obtain any rights necessary to enable Quest Diagnostics to continue to use the Products; (ii) modify the Products so that they do not infringe while continuing to meet the required specifications; or (iii) replace the Products, if practicable. If these additional remedies are not available, «Oxford Immunotec » shall refund to Quest Diagnostics all monies it paid for the infringing Products remaining in its possession.
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Additional Infringement Remedies. In the event that the right to manufacture or sell the Patch is enjoined due to an Intellectual Property infringement claim or, becomes subject to an Intellectual Property infringement claim, Corium shall assist Adolor in procuring a license from the third party that alleges the Patch infringes to continue to manufacture or sell Patches. [**] If the Parties are unable to procure a license from such third party [**], then Corium may decide, it its sole discretion, to cease manufacturing Patches for Adolor and to terminate the licenses granted to Adolor in Section 4 of this Agreement upon [**] days prior written notice to Adolor. In such event, Corium shall [**] against Adolor due to Adolor’s election to [**] and Adolor’s [**] so that Adolor is only required to [**] per Patch during the Term and [**] per Patch after the Term upon Sale of a Patch to third parties for so long as Adolor Sells, or offers to Sell Patches.
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Additional Infringement Remedies. $W %OXH&DW¶V VROH H[SHQVH DQG G any pending or potential infringement claim, BlueCat may: (a) procure for Customer the right to continue using the offending BlueCat Offering or applicable portion thereof; (b) replace or modify the offending BlueCat Offering or applicable portion thereof so that it is non-infringing; or (c) terminate this Agreement either entirely or only as it relates to the offending BlueCat Offering in question or the applicable portion thereof and upon return of the BlueCat Offering in question or the applicable portion thereof or certification of destruction, refund to Customer the pro rata unused portion of any prepaid fees allocable to such part(s) of the BlueCat Offerings that is (are) terminated. For software licensed on a perpetual basis, such refund shall be based on the unamortized or un- expensed portion of the purchase price allocated to that portion of the Software, based on a three-year straight line amortization.
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Related to Additional Infringement Remedies

  • Non-Infringement To the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of any Third-Party Intellectual Property. The operation of the Company’s business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or use of any Company Product or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise 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 Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim). Neither the Company nor any Subsidiary has been sued in any Action or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property.

  • Infringement Claims You may submit an infringement claim notice to us at our Contact Formavailable here if you have a good faith belief that Your Content has been copied and made accessible through the Services (including as a part of the Service Content or Third Party Content) in violation of your Inte lectual Property Rights. A copyright infringement claims notice must include at (i) the identification of such a legedly infringing materials, including information su ficient for us to locate it within our Services, ( i) a demand that such a legedly infringing materials be removed or access disabled, ( i) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (iv) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is a legedly infringed; (v) contact information for you, such as address, phone number, and, if available, an email address; and (vi) must be signed by you or the person authorized to act on behalf of the owner of the a legedly infringed work (the “Notice Requirements”). Pursuant to 17 U.S.C. 512(c)(3), if the above Notice Requirements are not met, we may disregard the notice. Pursuant 17 U.S.C. 512(f), be advised that knowingly making a material misrepresentation that online material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification, may subject you to heavy civil penalties. These penalties include monetary damages, including costs and attorneys' fees, incurred by the a leged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider who is injured by your misrepresentation. If we make a decision to remove Your Content in response to a complaint, we may notify you and provide you with contact information for the complaining party. You may also object to such determination by writing to our designated agent, which must contain the fo lowing information pursuant to 17 U.S.C. 512(g)(3), (i) your physical or electronic signature; ( i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; ( i) a statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, phone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are located outside of the United States, for any judicial district in which the service provider may be found, and that you wil accept service of process from the person who provided notification under subsection 17 U.S.C. 512(c)(1)(C) or an agent of such person.

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