Indemnification and Infringement. 7.1. Indemnification of IDT. GBS shall defend, indemnify and hold harmless IDT, its employees, officers, trustees, agents, the inventors of the Licensed Patent and their successors and assigns (each an “IDT Indemnitee”), from and against any and all liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other expenses of litigation) arising out of any claim, complaint, suit, proceeding or cause of action brought against an IDT Indemnitee by a Third Party (any of the foregoing, an “IDT Claim”) alleging damage arising from or occurring as a result of the activities performed by or under authority of GBS and/or its Affiliates in connection with the exercise of its licenses and rights hereunder, except to the extent caused by the negligence or willful misconduct of IDT or any IDT Indemnitee or related to the breach of any representation, warranty, or covenant by IDT hereunder. IDT at all times reserves the right to select and retain counsel of its own at its own expense to defend lDT’s interests with respect to such IDT Claim. The foregoing indemnity obligation is conditioned upon the IDT Indemnitee promptly notifying GBS of the IDT Claim, allowing GBS to control the defense or settlement of such IDT Claim, and providing GBS with reasonable assistance in the defense or settlement of such IDT Claim, subject to GBS reimbursing IDT for its reasonable out-of-pocket expenses incurred in providing such assistance.
Indemnification and Infringement. 22 10.1 Indemnification 22 10.2 Infringement of Licensed CYTOGEN Patents 23 10.3 Procedure 23 11. TERM AND TERMINATION 24 11.1 Term 24 11.2 Termination 24 11.3 Accrued Rights and Obligations 25 12. EFFECT OF TERMINATION ON SUBLICENSEE 25 13. EXPORT LICENSES 25 14. MISCELLANEOUS PROVISIONS 26 14.1 Assignability, Etc. 26 14.2 Notices 26 14.3 Independent Contractors 27 14.4 Counterparts 27 14.5 Entire Understanding 27 14.6 Headings 27
Indemnification and Infringement. 28 9. Termination.........................................................32 10.
Indemnification and Infringement. 8.1 Inpharzam and Sheffield shall each indemnify and hold the other harmless from and against any costs, expenses or damages which arise from a breach of their respective obligations, covenants, representations or warranties herein, excluding, however, any amounts representing loss of profits.
8.2 Inpharzam agrees to indemnify and hold Sheffield harmless from and against any costs, expenses or damages resulting from or otherwise arising out of manufacturing defects in Licensed Products. Sheffield agrees to indemnify and hold Inpharzam harmless from and against any costs, expenses or damages resulting from or otherwise arising out of manufacturing defects in the Device. Notwithstanding the provisions of this Section 8.2, in no event shall either party be liable to the other party for any indirect or consequential damages, including but not limited to loss of profit or interest, production stoppages, operation breakdowns, handling or labor costs or loss of data and retrieval costs, nor for any punitive damages, except where such liability is mandatory by law due to intent or gross negligence.
8.3 The party obligated to provide indemnity pursuant to this Article 8 is hereinafter referred to as the "Indemnifying Party". Promptly after the receipt by any party hereto of notice of (a) any claim or (b) the commencement of any action or proceeding, such party will, if a claim with respect thereto is to be made against any party obligated to provide indemnification pursuant to this Agreement, give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such Indemnifying Party shall have the right, at its option, to compromise or defend, at its own expense and by its counsel, any such matter involving the asserted liability of the party seeking such indemnification. Such notice, and the opportunity to compromise or defend, shall be a condition precedent to any liability of the Indemnifying Party under the indemnification agreement contained in this Agreement. In the event that any Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall promptly notify the party seeking indemnification of its intention to do so, and the party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such asserted liability. In any event, the indemnified party shall have the right, at its own expense, to participate i...
Indemnification and Infringement. The Licensee is obliged to pay to the Licensor and/or its subsidiaries or affiliated persons all damages incurred in connection with the use of the Software and/or breach of this XXXX by the Licensee, its employees or by third parties using the Software with the knowledge of the Licensee, among others including reasonable attorney fees and costs. If the Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third party’s intellectual property rights, the Licensor may terminate the use of license immediately without any right of the Licensee to reimbursement. The Licensee acknowledges that if the Licensee violates the XXXX and the Licensor or a third party owning the Design Software incurs directly or indirectly any damages in connection with such violation, the Licensor or the third party may claim its claims directly against the Licensee.
Indemnification and Infringement. Each party agrees to indemnify, defend, and save harmless the other party, its respective subsidiaries, other affiliates, its direct and indirect customers, and the officers, directors, employees, successors, and assigns of any of them from and against claims, losses, damages, expenses, liabilities, suits, demands, or liens that arise out of or result from:
a. Any failure by the other party to perform its obligations under this Agreement; and,
b. Any, alleged act of infringement of any patent, trademark, copyright, or other right or any misappropriation (including misuse) of any trade secret or other proprietary interest, except where such infringement or misappropriation arises solelv from the other party's adherence to the one party's written instructions which are so specific as to directly cause such infringement or misappropriation, in which case the one party shall so indemnify the other party.
c. Each party shall notify the other promptly of any claim for which the other is responsible hereunder, and shall cooperate with the other in every reasonable way to facilitate the defense of any such claim.
Indemnification and Infringement. 9.1. If Licensor receives information about an infringement claim related to Product, Licensor may, at its expense but without obligation to do so, either: (a) procure for Customer the right to continue to use Product; (b) replace Product with a functional equivalent; (c) modify Product so that it becomes non-infringing (including disabling the challenged functionality); or (d) repurchase the affected licenses less depreciation at the rate of twenty five percent (25%) per year, or pro rata for part of the year, from the date of payment to the date of removal of the Product, and terminate the Agreement. If Licensor selects option (b), (c) or (d), Customer shall immediately refrain from use of the allegedly infringing Product.
9.2. If as a result of a Claim, a court of competent jurisdiction issues a final injunction (which has not been appealed) against Customer’s use of any part of Product, Licensor will, at its sole option, perform one of the remedy options listed in Section 9.1. If Licensor selects option (b), (c) or (d), Customer shall immediately refrain from use of the allegedly infringing Product.
9.3. Licensor shall have no liability for any Claim arising out of or relating to (a) Customer’s use of the Product after Licensor notifies Customer to discontinue use due to such a Claim; (b) the combination of the Product with a non-Licensor application, product, data or business process;
Indemnification and Infringement. The Licensee agrees to pay all damages incurred regarding the use of the Software and/or breach of this XXXX by the Licensee, its employees or by third parties using the Software with the knowledge of the Licensee. The Licensee undertakes to pay all damages to the Licensor and its subsidiaries, affiliates, officers, agents, and employees, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of the Licensee´s use of the Software, the Licensee´s violation of this XXXX, or the Licensee´s violation of any rights of a third party. The Licensee undertakes not to hold the Licensor and /or its subsidiaries, affiliates, officers, agents, and employees or third parties using the Software with the knowledge of the Licensee, responsible for any related damages, losses or costs (including reasonable attorney fees and costs), arising out of the Licensee´s use of the Software. If the Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third party’s intellectual property rights, the Licensor may, at its option and in its discretion: (a) procure for Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non- infringing, c) the Licensor has the right to terminate the use of license immediately without any right of the Licensee to reimbursement.
Indemnification and Infringement. 23 6.1 Infringement................................... 23 6.2 Indemnification................................ 25 7. INSURANCE........................................... 26
Indemnification and Infringement. Company agrees to indemnify and hold Customer harmless from and against any and all losses, liabilities, damages, actions or claims (including, without limitation, amounts paid in settlement and reasonable costs of investigation and reasonable attorneys’ fees and disbursements) (collectively “Claims”), arising from (i) a breach of representations and warranties made in this Agreement; (ii) a breach or non compliance by the Company of its obligations under this Agreement; (iii) bodily injury and property damage arising out of or resulting from the failure of the Goods and Service or Equipment to meet the Specifications or due to Company’s failure to comply with its obligations under this Agreement; (iv) loss, injury or damage incurred by third parties or by Customer’s personnel or damage to such persons’ property attributable to equipment malfunction due to manufacturing defects; and (v) any claim that the Goods and Service or Equipment, or the use or sale of Goods and Service or Equipment, infringes any patents or other proprietary rights of a third party, including without limitation, trade secrets, trademarks and copyrights. § It is understood that the Company shall not be obligated to indemnify Customer for Claims arising from the Customer’s negligent acts, omissions or wrongful conduct in connection with the operation of the PCS. § Customer agrees to indemnify and hold Company harmless from and against any and all losses, liabilities, damages, actions or claims (including, without limitation, amounts paid in settlement and reasonable costs of investigation and reasonable attorneys’ fees and disbursements) (collectively “Claims”), arising from (i) a breach of representations and warranties made in this Agreement; (ii) a breach or non compliance by the Customer of its obligations under this Agreement; (iii) bodily injury and property damage arising out of or resulting from the misuse of the Goods and Service or Equipment or due to Customer’s failure to comply with its obligations under this Agreement; (iv) loss, injury or damage incurred by third parties or by Customer’s personnel or damage to such persons’ property attributable to the Customer’s negligent acts, omissions or wrongful conduct in connection with the operation of the PCS. § The parties hereto agree and acknowledge that the indemnification obligations provided hereunder are different and separate from the Company’s obligations under the Product Warranty and the Performance Warranty provision...
