Common use of Administration of Copyright Indemnity Claims Clause in Contracts

Administration of Copyright Indemnity Claims. 9.2.1 If the Licensee receives a written claim or a suit is threatened or commenced against the Licensee for infringement of a copyright referred to in Article 9.1 as a result of the use of the Airbus Software, the Licensee shall: (i) forthwith promptly notify the Licensor following the Licensee receiving notice of the same, giving particulars thereof to the extent known by the Licensee.; (ii) upon the Licensor’s request, furnish to the Licensor all data, papers and records within the Licensee’s control or possession relating to such claim or suit; (iii) refrain from admitting any liability or making any payment or assuming any expenses, damages, costs or royalties or otherwise acting in a manner prejudicial to the defense or denial of such suit or claim provided always that nothing in this sub-Article (iii) shall prevent the Licensee from paying such sums as may be required in order to obtain the release of the Aircraft, or the allegedly infringing part, software or Other Items provided such payment, to the extend permitted by any applicable laws, is accompanied by a denial of liability and is made without prejudice; (iv) fully co-operate with, and render all such assistance to the Licensor as be may be pertinent to the defense or denial of the suit or claim provided the same is at no out-of-pocket cost to the Licensor; and (v) act in such way as to mitigate damages and/or reduce the amount of royalties that may be payable as well as to minimize costs and expenses but in each case only to the extent that doing so would not materially adversely affect the Licensee’s operation or result in any out-of-pocket cost to the Licensee not inde;nified by the Licensor. 9.2.2 The Licensor may, upon commitment to the Licensee in writing that it will indemnify the Licensee as provided herein, assume and conduct the defense or settlement of any suit or claim in the manner that, in the Licensor’s opinion, it deems proper. In the event that the Licensor shall be entitled, either in its own name or on behalf of the Licensee, to conduct such defense with the party or parties alleging infringement. 9.2.3 The Licensor’s obligations and the Licensee’s remedies hereunder shall be conditional upon the strict and timely compliance by the Licensee with the terms of this Clause 9 and of Clauses 6(e), 6(h), 6(i) and 8.2 and are exclusive and in substitution for, and the Licensee hereby waives, releases and renounces all other obligations and liabilities of the Licensor and rights, claims and remedies of the Licensee against the Licensor, express or implied, arising by law or otherwise with respect to any infringement or claim of infringement of any copyright. THE INDEMNITY PROVIDED IN THIS ARTICLE 9 AND THE OBLIGATIONS AND LIABILITIES OF THE LICENSOR UNDER THIS ARTICLE 9 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE LICENSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE LICENSOR AND RIGHTS, CLAIMS AND REMEDIES OF THE LICENSEE AGAINST THE LICENSOR, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED COPYRIGHT INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE INSTALLED THEREIN AT DELIVERY, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS ARTICLE WILL REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST COPYRIGHT INFRINGEMENTS WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE LICENSOR AND THE LICENSEE.

Administration of Copyright Indemnity Claims. 9.2.1 If the Licensee receives a written claim or a suit is threatened or commenced against the Licensee for infringement of a copyright referred to in Article 9.1 as a result of the use of the Airbus Software, the Licensee shall: (i) forthwith promptly notify the Licensor following the Licensee receiving notice of the same, giving particulars thereof to the extent known by the Licensee.thereof; (ii) upon the Licensor’s request, furnish to the Licensor all data, papers and records within the Licensee’s control or possession relating to such claim or suit; (iii) refrain from admitting any liability or making any payment or assuming any expenses, damages, costs or royalties or otherwise acting in a manner prejudicial to the defense or denial of such suit or claim provided always that nothing in this sub-Article (iii) shall prevent the Licensee from paying such sums as may be required in order to obtain the release of the Aircraft, or the allegedly infringing part, software or Other Items provided such payment, to the extend permitted by any applicable laws, payment is accompanied by a denial of liability and is made without prejudice; (iv) fully co-operate with, and render all such assistance to the Licensor as be may be pertinent to the defense or denial of the suit or claim provided the same is at no out-of-pocket cost to the Licensor; andclaim; (v) act in such way as to mitigate damages and/or reduce the amount of royalties that may be payable as well as to minimize costs and expenses but in each case only to the extent that doing so would not materially adversely affect the Licensee’s operation or result in any out-of-pocket cost to the Licensee not inde;nified by the Licensorexpenses. 9.2.2 The Licensor may, upon commitment to the Licensee in writing that it will indemnify the Licensee as provided herein, assume and conduct the defense or settlement of any suit or claim in the manner that, in the Licensor’s opinion, it deems proper. In the event that the Licensor shall be entitled, either in its own name or on behalf of the Licensee, to conduct such defense negotiations with the party or parties alleging infringement.infringement and may assume and conduct the defense or settlement of any suit or claim in the manner, which it deems proper. A320F NEO - CES 2013 Private & Confidential CT1302606 9.2.3 The Licensor’s obligations and the Licensee’s remedies hereunder shall be conditional upon the strict and timely compliance by the Licensee with the terms of this Clause 9 and of Clauses 6(e), 6(h), 6(i) and 8.2 and are exclusive and in substitution for, and the Licensee hereby waives, releases and renounces all other obligations and liabilities of the Licensor and rights, claims and remedies of the Licensee against the Licensor, express or implied, arising by law or otherwise with respect to any infringement or claim of infringement of any copyright. THE INDEMNITY PROVIDED IN THIS ARTICLE 9 AND THE OBLIGATIONS AND LIABILITIES OF THE LICENSOR UNDER THIS ARTICLE 9 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE LICENSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE LICENSOR AND RIGHTS, CLAIMS AND REMEDIES OF THE LICENSEE AGAINST THE LICENSOR, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED COPYRIGHT INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE INSTALLED THEREIN AT DELIVERY, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS ARTICLE WILL REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST COPYRIGHT INFRINGEMENTS WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE LICENSOR AND THE LICENSEE.

Administration of Copyright Indemnity Claims. 9.2.1 If the Licensee receives a written claim or a suit is threatened or commenced against the Licensee for infringement of a copyright referred to in Article 9.1 as a result of the use of the Airbus Software, the Licensee shall: (i) forthwith promptly as soon as reasonable practicable notify the Licensor following the Licensee receiving notice of the same, giving particulars thereof to the extent known by the Licensee.thereof; (ii) upon the Licensor’s request, furnish to the Licensor all data, papers and records within the Licensee’s control or possession relating to such claim or suit, if legally permitted to do so; (iii) refrain from admitting any liability or making any payment or assuming any expenses, damages, costs or royalties or otherwise acting in a manner prejudicial to the defense or denial of such suit or claim provided always that nothing in this sub-Article (iii) shall prevent the Licensee from paying such sums as may be required in order to obtain the release of the Aircraft, or the allegedly infringing part, software or Other Items provided such payment, to the extend permitted by any applicable laws, payment is accompanied by a denial of liability and is made without prejudice; (iv) at the Licensor’s reasonable request, fully co-operate with, and render all such assistance to the Licensor as be may be pertinent to the defense or denial of the suit or claim provided the same is at no out-of-pocket cost to the Licensor; andclaim; (v) act in such reasonable way as to mitigate damages and/or reduce the amount of royalties that may be payable as well as to minimize costs and expenses but in each case only to the extent that doing so would not materially adversely affect the Licensee’s operation or result in any out-of-pocket cost to the Licensee not inde;nified by the Licensorexpenses. 9.2.2 The Licensor may, upon commitment to the Licensee in writing that it will indemnify the Licensee as provided herein, assume and conduct the defense or settlement of any suit or claim in the manner that, in the Licensor’s opinion, it deems proper. In the event that the Licensor shall be entitled, at its sole expense, either in its own name or on behalf of the Licensee, to conduct such defense negotiations with the party or parties alleging infringementinfringement and may assume and conduct the defense or settlement of any suit or claim in the manner, which it deems proper. 9.2.3 The Licensor’s obligations liability and the Licensee’s remedies hereunder shall be conditional upon the strict and timely compliance by the Licensee with the terms of this Clause 9 and of Clauses 6(e), 6(h), 6(i) and 8.2 and are exclusive and in substitution for, and lieu of any other liability to the Licensee hereby waives, releases and renounces all other obligations and liabilities of express or implied which the Licensor and rights, claims and remedies might incur at law as a result of the Licensee against the Licensor, express or implied, arising by law or otherwise with respect to any infringement or claim of infringement of any copyright. THE INDEMNITY PROVIDED IN THIS ARTICLE 9 AND THE OBLIGATIONS AND LIABILITIES OF THE LICENSOR UNDER THIS ARTICLE 9 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE LICENSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE LICENSOR AND RIGHTS, CLAIMS AND REMEDIES OF THE LICENSEE AGAINST THE LICENSOR, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED COPYRIGHT INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE INSTALLED THEREIN AT DELIVERY, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS ARTICLE WILL REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST COPYRIGHT INFRINGEMENTS WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE LICENSOR AND THE LICENSEEother than expressly set out elsewhere in this Agreement .

Administration of Copyright Indemnity Claims. 9.2.1 If the Licensee receives a written claim or a suit is threatened or commenced against the Licensee for infringement of a copyright referred to in Article 9.1 as a result of the use of the Airbus Software, the Licensee shall: (i) forthwith promptly notify the Licensor following the Licensee receiving notice of the same, giving particulars thereof to the extent known by the Licensee.thereof; (ii) upon the Licensor’s request, furnish to the Licensor all data, papers and records within the Licensee’s control or possession relating to such claim or suit; (iii) refrain from admitting any liability or making any payment or assuming any expenses, damages, costs or royalties or otherwise acting in a manner prejudicial to the defense or denial of such suit or claim provided always that nothing in this sub-Article (iii) shall prevent the Licensee from paying such sums as may be required in order to obtain the release of the Aircraft, or the allegedly infringing part, software or Other Items provided such payment, to the extend permitted by any applicable laws, payment is accompanied by a denial of liability and is made without prejudice; (iv) fully co-operate with, and render all such assistance to the Licensor as be may be pertinent to the defense or denial of the suit or claim provided the same is at no out-of-pocket cost to the Licensor; andclaim; (v) act in such way as to mitigate damages and/or reduce the amount of royalties that may be payable as well as to minimize costs and expenses but in each case only to the extent that doing so would not materially adversely affect the Licensee’s operation or result in any out-of-pocket cost to the Licensee not inde;nified by the Licensorexpenses. 9.2.2 The Licensor may, upon commitment to the Licensee in writing that it will indemnify the Licensee as provided herein, assume and conduct the defense or settlement of any suit or claim in the manner that, in the Licensor’s opinion, it deems proper. In the event that the Licensor shall be entitled, either in its own name or on behalf of the Licensee, to conduct such defense negotiations with the party or parties alleging infringementinfringement and may assume and conduct the defense or settlement of any suit or claim in the manner, which it deems proper. 9.2.3 The Licensor’s obligations and the Licensee’s remedies hereunder shall be conditional upon the strict and timely compliance by the Licensee with the terms of this Clause 9 and of Clauses 6(e), 6(h), 6(i) and 8.2 and are exclusive and in substitution for, and the Licensee hereby waives, releases and renounces all other obligations and liabilities of the Licensor and rights, claims and remedies of the Licensee against the Licensor, express or implied, arising by law or otherwise with respect to any infringement or claim of infringement of any copyright. THE INDEMNITY PROVIDED IN THIS ARTICLE 9 AND THE OBLIGATIONS AND LIABILITIES OF THE LICENSOR UNDER THIS ARTICLE 9 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE LICENSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE LICENSOR AND RIGHTS, CLAIMS AND REMEDIES OF THE LICENSEE AGAINST THE LICENSOR, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED COPYRIGHT INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE INSTALLED THEREIN AT DELIVERY, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS ARTICLE WILL REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST COPYRIGHT INFRINGEMENTS WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE LICENSOR AND THE LICENSEE.