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By Masimo Sample Clauses

By Masimo. MASIMO represents that in addition to being responsible for all regulatory approvals for its Products, that should any material incidents of failure of any MASIMO Licensed Device which includes Non-xxxxx Xxxxx Monitoring or injury related to such Products be reported to MASIMO, that it will take good faith efforts to promptly (i.e., within two (2) business days) notify LABS of any such performance problems or deficiencies relating to Non-Xxxxx Xxxxx Monitoring licensed from LABS.
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By Masimo. Bodily Injury. MASIMO will defend, indemnify and hold ATOM harmless against any and all liability, loss, damages, costs or expenses which ATOM may hereafter incur, as a result of any injury, illness or death of any person which is caused by any Product, to the extent that such injury, illness or death resulted from (i) MASIMO's design or manufacture of the Masimo Products or (ii) failure of the Masimo Products at the time of shipment to ATOM to materially comply with the specification of Exhibit E. MASIMO shall have no liability or responsibility of any kind to ATOM under this Section unless ATOM (a) promptly notifies MASIMO of such claims, (b) gives MASIMO an adequate opportunity to defend, including complete control of such defense, and (c) provides reasonable assistance to MASIMO, at MASIMO's expense, in connection with the defense and settlement of any such claim. MASIMO shall have no liability for settlements made without MASIMO's express written consent. Should ATOM desire to have its own counsel participate in any such action, the cost of such counsel shall be exclusively ATOM's.
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By Masimo. Infringement. Masimo will defend, indemnify and hold Subsidiary harmless against infringement or alleged infringement directly resulting from standard Masimo Products furnished under this Agreement, of any patent, copyright, trademark, trade secret, or any other proprietary right of any third party. Masimo shall have no liability or responsibility of any kind to Subsidiary under this Section unless Subsidiary (a) promptly notifies Masimo of such claim, (b) gives Masimo an adequate opportunity to defend, including complete control of such defense, and (c) provides reasonable assistance to Masimo, at Masimo’s expense, in connection with the defense and settlement of any such claim including, but not limited to, where practical, modifying the Masimo Products to make them non-infringing or, where practical, obtaining licenses under such intellectual property rights. Masimo shall have no liability for settlements made without its express written consent. Should Subsidiary desire to have its own counsel participate in any such action, the cost of such counsel shall be exclusively Subsidiary’s. Masimo may, at its sole discretion, modify the particular Masimo Product to make it non-infringing, obtain a license to allow the continued use of the Masimo Product, or discontinue shipment of the Masimo Product to Subsidiary.
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By Masimo. Bodily Injury. MASIMO will defend, indemnify and hold ICC -------------------------- harmless against any and all liability, loss, damages, costs or expenses which ICC may hereafter incur, as a result of any injury, illness or death of any person which is caused by any Product, to the extent that such injury, illness or death resulted from (i) MASIMO's design or manufacture of the Masimo Products or (ii) failure of the Masimo Products at the time of shipment to ICC to materially comply with the specification of Exhibit E. MASIMO shall have no liability or responsibility of any kind to ICC under this Section unless ICC (a) promptly notifies MASIMO of such claims, (b) gives MASIMO an adequate opportunity to defend, including complete control of such defense, and (c) provides reasonable assistance to MASIMO, at MASIMO's expense, in connection with the defense and settlement of any such claim. MASIMO shall have no liability for settlements made without MASIMO's express written consent. Should ICC desire to have its own counsel participate in any such action, the cost of such counsel shall be exclusively ICC's.
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Related to By Masimo

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

  • Placement of EPP probes Probes for measuring EPP parameters shall be placed inside or close to Registrars points of access to the Internet across the different geographic regions; care shall be taken not to deploy probes behind high propagation-­‐delay links, such as satellite links.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • SOFTWARE LICENSE GRANT Where Product is acquired on a licensed basis the following shall constitute the license grant:

  • WHEXXXX xs xxxx of a plan of reorganization, RESTART PARTNERS., L.P., a Delaware Limited Partnership ("Restart"), may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");

Most Referenced Clauses

Most Referenced Definitions