Combination Claims Sample Clauses

Combination Claims. Insofar as Partner’s obligations under Subsection 13.2.1 result from, arise out of, or relate to a combination of the Partner Products with Wazuh Products (a “Combination Claim”), Partner shall be liable to pay only its Proportionate Share of the costs, fees, damages and losses (collectively, “Costs”) associated with such Combination Claim. The “Proportionate Share” payable by Partner shall be a portion of the Costs determined by Xxxxx on an objectively fair and equitable basis to be aributable to Partner based on the relative materiality of the role played by the applicable Partner Products or Partner methods or actions in the Combination Claim. If Partner believes Xxxxx’s assessment of Partner’s Proportionate Share is not fair and equitable, then Partner’s Proportionate Share shall be determined, insofar as possible, through good faith negotiation between the parties; provided, however, that a failure of the parties to agree on Partner’s Proportionate Share shall not relieve Partner of its obligations to pay its Proportionate Share under this Section. Partner shall make payments in satisfaction of its Proportionate Share obligation whenever such payments become due.

Combination Claims. Any infringement claim arising solely out of the use or combination of the Licensed Technology with any MYTURN technology or product shall be defended cooperatively by both Parties, and the cost of such defense and any settlements or liabilities shall be shared equitably by the Parties. If the Parties cannot agree as to the equitable arrangement, then the settlements or liabilities shall be shared pursuant to the determination by the arbitrator (or court, if the claim was filed in a court by a third party) of each Party's percentage of fault.

Combination Claims. Any infringement claim arising solely out of the use or combination of the NewDeal Licensed Technology with the MyTurn Licensed Technology or GlobalPC Device shall be defended cooperatively by both Parties, and the cost of such defense and any settlements or liabilities shall be shared equitably by the Parties. If the Parties cannot agree as to the equitable arrangement, then the settlements or liabilities shall be shared pursuant to the determination by the arbitrator (or court, if the claim was filed in a court by a third party) of each Party's percentage of fault.

Combination Claims. Section 11 is hereby amended by replacing all references to the words "Licensed Technology" with the words,"Licensed Technology except the Third Party Technology."