Indemnification by AccessData Sample Clauses

Indemnification by AccessData a. Subject to the terms and conditions of this Agreement, AccessData shall indemnify and defend Customer from and against third party claims against Customer that the Use of the Software as permitted herein infringes or misappropriates any United States patent, trade secret or copyright of such third party, provided that Customer give AccessData: (i) prompt written notice of any such claim, action or demand; (ii) sole control of the defense and settlement thereof; and (iii) reasonable cooperation and assistance in such defense or settlement, for which AccessData will pay reasonable out-of-pocket expenses. If any Software becomes or, in AccessData’s opinion, is likely to become the subject of any injunction preventing Use as contemplated herein, AccessData may, at its sole discretion, (A) procure for Customer the right to continue Using such Software, (B) replace or modify such Software so that it becomes non-infringing without substantially compromising its functionality, or, if (A) and (B) are not reasonably available to AccessData, then (C) terminate Customer’s license to the allegedly infringing Software and refund to Customer as follows: (i) if termination occurs in the first year after the effective date of the Order under which the license was purchased, AccessData shall refund all license fees paid by Customer for the terminated Software; or (ii) if termination occurs in the second or third year after the effective date of the Order under which the license was purchased, AccessData shall refund a prorated portion of the license fees paid by Customer for the terminated Software, based on a thirty-six month useful life of the Software. For any Licensed Product purchased as a non-perpetual license, the foregoing obligations shall apply during the term of the license. For any Licensed Product purchased as a perpetual license, the foregoing additional obligations shall apply during the active Support period.
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Related to Indemnification by AccessData

  • Indemnification by Xxxxxx In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Subsidiary Guarantors in writing such information as the Company and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Subsidiary Guarantors, their respective directors and each Person, if any, who controls the Company and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted primarily from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Subsidiary Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below).

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