By TiVo. (a) TiVo represents and warrants that the xxxx of materials (the "BOM") for the TiVo Stand-alone Box attached hereto as part of the Hardware Specification shall have the following lead-time breakdown: (a) less than [*] of the [*] shall be comprised of components having lead times greater than [*]; (b) less than [*] of the [*] shall be comprised of components having lead times greater than [*]; and
By TiVo. TiVo shall indemnify, defend and hold harmless TMS and its officers, directors, employees, representatives and agents from and against any and all third party claims, damages, costs and expenses (including reasonable out-of-pocket attorneys’ fees) arising out of or relating to: any suits or actions alleging that any electronic product or service (including the TiVo Service) in which TiVo uses or incorporates the TMS Licensed Data (an “Allegedly Infringing TiVo Service”) infringes or otherwise violates any third party’s patent, trade secret, copyright, trademark or other intellectual property right. If TiVo believes that a claim of infringement is likely, then TiVo may modify the Allegedly Infringing TiVo Service so that a claim of infringement is no longer likely. If TiVo receives written notice of an alleged infringement, then TiVo may: (i) modify the Allegedly Infringing TiVo Service so that it no longer infringes, or (ii) if such modifications cannot be obtained using commercially reasonable efforts and on commercially reasonable terms, terminate this Agreement upon notice to TMS.
By TiVo. TiVo shall indemnify, defend and hold harmless TMS and its officers, directors, employees, representatives and agents from and against any and all third party claims, damages, costs and expenses (including reasonable out-of-pocket attorneys' fees) arising out of or relating to: any suits or actions alleging that any electronic product or service (including the TiVo Service and TiVo Commercial Service) in which TiVo or a TiVo Commercial Partner uses or incorporates the TMS Licensed Data (an “Allegedly Infringing TiVo Service”), or that any edits, modifications or alterations beyond those permitted in section 3(d) without TMS' written consent, infringes or otherwise violates any third party's patent, trade secret, copyright, trademark or other intellectual property right. If TiVo believes that a claim of infringement is likely, then TiVo may modify or cause the TiVo Commercial Partner to modify the Allegedly Infringing TiVo Service so that a claim of infringement is no longer likely. If TiVo receives written notice of an alleged infringement, then TiVo may: (i) modify or cause the TiVo Commercial Partner to modify the Allegedly Infringing TiVo Service so that it no longer infringes, or (ii) if such modifications cannot be obtained using commercially reasonable efforts and on commercially reasonable terms, terminate this Agreement upon notice to TMS.
By TiVo. So long as the license granted in Section 3.2 remains in effect and the respective Verizon Licensed Patent has not been asserted after the Effective Date against TiVo or any of its Subsidiaries or with respect to their respective products or services, TiVo and its Subsidiaries shall not directly or indirectly make or cause to be made, or participate or assist in making, any Patent Challenge with respect to such Verizon Licensed Patents. If TiVo or any of its Subsidiaries breaches this Section 3.7(b), Verizon shall notify TiVo in writing of such breach and TiVo shall have [*] to cure the breach (if possible). If TiVo fails to cure the breach by the end of this period, Verizon shall be entitled to terminate the license granted in Section 3.2 with respect to the Patent(s) subject to the Patent Challenge, and pursue all other remedies available at law or equity.
