Defects of Title. Purchaser shall have the right to object to any defect of title which appears in the Title Documents and which renders title to the Property unmerchantable or which makes the Property unsuitable for Purchaser's Intended Use (a "defect of title"). Any objection to a defect of title must be in writing and must be received by Seller no later than the expiration of the Inspection Period (as defined in Section 4.2). Purchaser's failure to provide Seller with written notice of an objection to any title matter appearing in the Title Documents within the Inspection Period shall be deemed to be a waiver by Purchaser of any objection it might otherwise have; and all such title matters shall become additional "Permitted Exceptions." Notwithstanding the foregoing, if a defect of title is not revealed in the Title Documents and is discovered by Purchaser after the close of the Inspection Period, Purchaser shall have until fifteen (15) days after the date of its discovery of the defect of title or the date of Closing, whichever is earlier, to provide Seller with notice of its objection to the defect of title. If Seller receives timely written notice from Purchaser of a defect of title, Seller shall have the right, in its sole discretion, to (a) correct or cure the defect of title, (b) obtain title insurance over the defect of title through title policy endorsement or otherwise, or (c) notify Purchaser that Seller does not intend to cure or insure over the defect of title. If Seller is unable or unwilling to cure or insure over a defect of title, Purchaser shall have the right to either (a) terminate this Agreement and its obligations hereunder, or (b) waive its objection to the defect of title. If Purchaser elects to terminate this Agreement, the Title Company shall return the Earnest Money Deposit to Purchaser and neither party shall have any xxxxxxx obligation hereunder. If Purchaser elects to waive its objection to the defect of title, the title matter objected to shall thereafter be considered a "
Defects of Title. The warranty in section 9.4 shall not apply in case such Claim arises solely as a result of Licensee's use of the Software within one or more of the Covered Countries not in accordance with the provisions of this XXXX and the applicable Documentation, and provided: (a) the alleged or actual infringement was caused by the use of a superseded version of the Software if the infringement would have been avoided by the use of a then-current release of the Software; and (b) the alleged or actual infringement was caused by the modification of the Software by any party other than OT; (c) the alleged or actual infringement was caused by the combination or use of the Software with software, hardware, firmware, data, or technology not licensed to Licensee by OT or approved by OT in writing; or (d) unlicensed activities of the Licensee.
Defects of Title. If Purchaser asserts the existence of any encumbrance, encroachment or defect in title shown on the Title Commitment that was not shown on the Preliminary Title Commitment, which is not a Permitted Exception and renders title to the Property unmarketable, and which Purchaser does not waive (any such exceptions, together with the Mandatory Removal Items, to be deemed a “Defect of Title”), Purchaser may give written notice of a Defect of Title to Seller within 5 days after the Title Commitment is delivered to Purchaser, but not later than the Closing Date (as defined in Section 6). After receiving such notice, Seller may, but will not be obligated to, remove or cure such Defect of Title. Seller may, at its option, (a) provide Purchaser with title insurance protection against any Defect of Title, in which case the Defect of Title will become a Permitted Exception but such title insurance protection will be deemed to remove or cure such Defect of Title; (b) use the proceeds from Closing to remove or cure at Closing any Defect of Title which may be removed or cured by payment of an ascertainable sum of money; or
Defects of Title. (1) Unless otherwise expressly agreed upon, Xxxxxx shall be obligated to render its Services free of third-party in- tellectual property (in the following called IP) only in the country of the place of delivery. If a third party asserts a claim against Customer based on an IP violation caused by Services rendered by Xxxxxx on the basis of this Con- tract, Xxxxxx shall be liable to Customer within the time period set forth in § 14 below as follows:
(2) Xxxxxx will, at its sole discretion and its expense, obtain a license for the Services in question, modify the Ser- vices in a manner that no IP will be violated or exchange the Services. If, under reasonable circumstances, Xxxxxx will not be in a position to do so, Customer shall have the right to rescind the Contract or to reduce the compensa- tion for the Services. Customer shall not have the right to claim damages for futile expenses.
(3) Xxxxxx’x obligation to payment for damages shall be based on applicable legal provisions and in accordance with § 13 below.
(4) Xxxxxx’x aforementioned obligations shall be only valid if Customer (i) immediately notifies Xxxxxx in writing of any claims asserted by third parties, (ii) does not acknowledge any violation and (iii) and defers any defense mechanisms and settlements negotiations to Xxxxxx. If Customer ceases the use of the delivery for reasons of re- duction in damages or other important reasons, Customer shall be obligated to instruct the third party that such ac- tion shall not constitute an acknowledgement of any IP right violation.
(5) Customer’s shall have no rights against Xxxxxx if Customer bears responsibility for the IP right violation. Cus- tomer shall also have no rights against Xxxxxx, if the IP right violation was caused by (i) special Customer require- ments, (ii) an application that was unforeseeable for Xxxxxx or (iii) a change in delivery by the Customer, or (iv) if the delivery was used together with products not delivered by Xxxxxx.
(6) 11 shall be applicable to this paragraph.
(7) Any further claims or claims other than those of the Customer set-forth in this paragraph against Xxxxxx or Xxxxxx’x vicarious agents due to a defect in title shall be expressly excluded.
Defects of Title. 5.1 The provider is liable for infringement of third-party rights by said provider's service only insofar as the service is utilized unmodified in accordance with the contract and, in particular, in the contractually agreed or otherwise intended environment.
5.2 If a third party asserts vis-à-vis the customer that a service from the provider violates their rights, the customer shall promptly notify the provider. The provider and, if applicable, their suppliers are authorized but not obliged to xxxx off the asserted claims, to the extent permitted, at their own expense.
5.3 If third-party rights are breached by one of the provider's services, the provider, at their own expense and discretion, shall
(a) supply the customer with the right to use the service, or
(b) organize the service such that it is free of legal breaches, or
(c) take back the service and refund the remuneration paid by the customer (minus a reasonable reimbursement for use) if the provider cannot achieve any other remedy with reasonable effort. The customer's interests are to be considered adequately here.
5.4 Claims of the customer regarding defects in title lapse according to Item 4.2. Item 6 applies additionally to the customer's claims for damage and expenditure compensation; Item 4.3 applies accordingly to the provider's additional expenditures.
Defects of Title. 7.2.1 Should the use of the goods entail the infringement of commercial proprietary rights or copyrights in the country where the goods are manufactured, Xxxx will either procure the right to continued use by the Customer or modify the goods in a manner that is reason- able for the Customer so that the proprietary right is no longer in- fringed or defend the Customer from any infringement claim at the expense of Xxxx.
7.2.2 The Customer is entitled to cancel the contract should this not be possible at commercially reasonable conditions or within a rea- sonable period of time. Xxxx will also be entitled to cancel the contract under these circumstances.
7.2.3 Xxxx will also relieve the Customer of undisputed claims or claims established in law lodged by the owner of the proprietary rights concerned. The remedies stated are Customer’s sole remedies for infringe- ment and misappropriation of third party intellectual property rights. They will only apply provided that
a. the Customer notifies Xxxx immediately about any al- leged infringements of proprietary rights or copyrights and about any claims to be expected, b. the Customer provides reasonable support to Xxxx in de- fending claims or enables Xxxx to carry out the modifica- tions referred to in section 7.2.1.
Defects of Title a. FRENSCH GMBH guarantees that, in the country of the destina- tion, the subject matter of the contract is free of the rights obstruc- ting the purpose of the contract, in particular the industrial proper- ty protection rights of third parties, if the contractually agreed or foreseeable use of the subject matter of the contract is sufficient. If the Customer makes specific demands on the design of the pro- duct, they are solely responsible for ensuring that these require- ments do not violate the industrial property protection rights of any third parties. The same applies if the Customer or other persons in the supply chain use, change or combine with other objects the subject matter of the contract in neither a contractually agreed nor a foreseeable manner.
b. If a third party justifiably asserts an industrial property protection right, FRENSCH GMBH is to provide subsequent performance by, at their discretion and at their expense, acquiring a right of use for the subject matter of the contract or by changing the subject matter of the contract such that the property protection right is no longer being violated.
c. The Customer is obliged to immediately notify FRENSCH GMBH about the claims being asserted by a third party, to not acknowled- ge a violation towards the third party, and to disclose to FRENSCH GMBH all defensive measures and options for a settlement towards the third party. If the Customer discontinues the use of the subject matter of the contract for duty to avert, minimise or mitigate loss or other important reasons, they are obliged to notify the third party that, by discontinuing use, this does not amount to the recogniti- on of a violation of the property protection right. The Customer is further obliged to impose this obligation on their customers. The guarantee is excluded if the Customer or further persons in the supply chain has or have prevented subsequent performance by vi- olating these obligations.
d. In the event of violations of rights by products from other ma- nufacturers delivered by FRENSCH GMBH, FRENSCH GMBH will, at its discretion, either pass on their claims against the manufac- turers and suppliers to the Customer or assert such claims at the expense of the Customer. In these cases, claims against FRENSCH GMBH only exist if the legal enforcement of the aforementioned claims against the manufacturers and suppliers were unsuccessful or if, for instance due to insolvency, do not stand any reasonable chance of success.
Defects of Title. 9.1 The Licensee undertakes to notify the Licensor immediately if a third party claims that its rights have been or will be infringed by the use of the Software.
9.2 In the event that the use of the Software infringes any third party rights under the terms of this Agreement, the Licensor shall, at the Licensor's option and expense, either procure for Licensee the right to use the Software or design the Software in such a way that its use does not infringe the rights of third parties, in which case the Licensor reserves the right to provide a workaround or an alternative solution that is adequate for the Licensor, or take back the Software with reimbursement of the remuneration paid for it by the Licensee (less reasonable compensation for use) if the Licensor cannot achieve any other remedy with reasonable effort.
9.3 The Licensee shall have no further claims except in the event of intent or gross negligence on the part of the Licensor.
9.4 The Licensee is not entitled to make any promises to third parties which interfere with the rights of the Licensor, to settle or recognise disputed rights.
9.5 The Licensee shall support the Licensor in the defence of third party claims at its own expense to a reasonable extent, at the Licensor's option also by joining any court proceedings.
Defects of Title. If the use of the delivered item results in a breach of commercial property rights or copyrights in Germany, the Seller will, as a matter of principle and at his own expense, obtain the right to further use on behalf of the Buyer or modify the delivered item in a way that the Buyer can reasonably be expected to accept so that the breach of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable time period, the Buyer may rescind the contract. Under the said conditions, the Seller too shall have the right to rescind the contract. Moreover, the Seller shall indemnify the Buyer against undisputed and legally established claims of the owners of the respective property rights.
Defects of Title. Except for the Permitted Exceptions, Buyer shall have the right to object to any defect of title which appears in the Title Commitment or Survey and which prevents the title to the Project from being indefeasible or which materially adversely affects the use or value of the Project (a "defect of title"). Any objection to a defect of title must be in writing and must be received by Seller no later than ten days after Buyer has received the Title Commitment and the Survey. Notwithstanding the foregoing, if a defect of title not revealed in the Title Commitment or the Survey is revealed in such documents only after the expiration of the Inspection Period and such defect is not caused by Buyer, Buyer shall have until ten days after the date of its discovery of the defect of title or the date of Closing, whichever is earlier, to provide Seller with notice of its objection to the defect of title. Buyer's failure to provide Seller with written notice of an objection to any title matter appearing in the Title Commitment or Survey within such periods of time shall be deemed to be a waiver by Buyer of any objection it might otherwise have; and all such title matters shall become additional "Permitted Exceptions." If
