Common use of Indemnification by Xxxxxx Clause in Contracts

Indemnification by Xxxxxx. Xxxxxx shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against Customer"), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a judgment, or court approved settlement of, a Claim Against Customer; provided that Customer (a) promptly gives Xxxxxx written notice of the Claim Against Customer; (b) give Xxxxxx sole control of the defense and settlement of the Claim Against Customer (provided that Xxxxxx may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (c) provides to Xxxxxx all reasonable assistance, at Xxxxxx’x expense. In the event of a Claim Against Customer, or if Xxxxxx reasonably believes the Services may infringe or misappropriate a third party’s intellectual property rights, Xxxxxx may in its sole discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, which shall not be considered a breach of any warranties under this Agreement, (ii) obtain a license for continued use of the Services in accordance with this Agreement, or (iii) terminate subscriptions for such Services upon 30 (thirty) days written notice and refund to Customer any prepaid fees covering the remainder of the term of such r subscriptions after the effective date of such termination. Xxxxxx shall have no liability or obligation hereunder with respect to any claim based upon (a) use of any Services in an application or environment or on a platform or with devices for which it was not designed or contemplated; (b) modifications, alterations, combinations or enhancements of the Services not created by or for Xxxxxx; (c) Customer’s continuing allegedly infringing activity after being notified thereof, or its continuing use of any version after being provided modifications that would have avoided the alleged infringement; or (d) any intellectual property right in which Customer or any Customer Affiliates has an interest.

Indemnification by Xxxxxx. Xxxxxx shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "“Claim Against Customer"”), and shall indemnify Customer for any damages, attorney fees fees, and costs finally awarded against Customer as a result of, and for the amounts paid by Customer under a judgment, or court approved settlement of, a Claim Against Customer; provided that Customer (a) promptly gives Xxxxxx written notice of the Claim Against Customer; (b) give gives Xxxxxx sole control of the defense and settlement of the Claim Against Customer (provided that Xxxxxx may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (c) provides to Xxxxxx all reasonable assistance, at Xxxxxx’x expense. In the event of a Claim Against Customer, or if Xxxxxx reasonably believes the Services may infringe or misappropriate a third party’s intellectual property rights, Xxxxxx may may, in its sole discretion and at no cost to Customer Customer: (i) modify the Services so that they no longer infringe or misappropriate, which shall not be considered a breach of any warranties under this Agreement, (ii) obtain a license for continued use of the Services in accordance with this Agreement, or (iii) terminate subscriptions access for such Services upon 30 thirty (thirty30) days written notice and refund to Customer any prepaid fees covering the remainder of the term of such r subscriptions after the effective date of such termination. Xxxxxx shall have no liability or obligation hereunder with respect to any claim based upon (a) use of any Services in an application violation of the Acceptable Use Policy or environment or on a platform or with devices for which it was not designed or contemplatedDocumentation; (b) modifications, alterations, combinations or enhancements of the Services not created by or for Xxxxxx; (c) Customer’s continuing allegedly infringing activity after being notified thereof, or its continuing use of any version after being provided modifications that would have avoided the alleged infringement; or (d) any intellectual property right in which Customer or any Customer Affiliates has an interest.

Indemnification by Xxxxxx. Xxxxxx XXX.XXX shall defend Customer (or settle), indemnify and hold harmless Customer, its officers, directors and employees, from and against any claimliabilities, demandlosses, suitdamages and expenses, or proceeding made or brought against Customer by including court costs and reasonable attorneys’ fees, arising out of a third party alleging claim that the use of the Services as permitted hereunder Caseload Manager infringes or misappropriates the intellectual property rights Intellectual Property Rights of a any third party (a "Claim Against Customer")party, and shall indemnify Customer for will pay any damagescosts, attorney damages and reasonable attorneys’ fees and costs finally attributable to such claim that are awarded against Customer as a result of, and for amounts paid by Customer Customer. XXX.XXX’s obligations under a judgment, or court approved settlement of, a Claim Against Customer; provided that Customer this Section 10.2 are contingent upon: (a) promptly gives Xxxxxx Customer providing XXX.XXX with prompt written notice of the Claim Against Customersuch claim; (b) give Xxxxxx sole control of Customer providing reasonable cooperation to XXX.XXX, at XXX.XXX’s expense, in the defense and settlement of the Claim Against Customer (provided that Xxxxxx may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability)such claim; and (c) provides XXX.XXX having sole authority to Xxxxxx all reasonable assistance, at Xxxxxx’x expensedefend or settle such claim. In the event of a Claim Against Customerthat XXX.XXX’s right to provide Caseload Manager is enjoined or in XXX.XXX’s reasonable opinion is likely to be enjoined, XXX.XXX may obtain the right to continue providing Caseload Manager, replace or if Xxxxxx reasonably believes the Services may infringe or misappropriate a third party’s intellectual property rights, Xxxxxx may in its sole discretion and at no cost to Customer (i) modify the Services allegedly infringing components of Caseload Manager so that they no longer infringe or misappropriatebecome non-infringing with materially similar functionality, which shall or, if such remedies are not be considered a breach of any warranties under reasonably available, terminate this Agreement, (ii) obtain a license for continued use of the Services in accordance with this Agreement, or (iii) terminate subscriptions for such Services upon 30 (thirty) days written notice and refund Agreement without liability to Customer any prepaid fees covering the remainder of the term of such r subscriptions after the effective date of such terminationCustomer. Xxxxxx THE FOREGOING STATES THE ENTIRE OBLIGATION OF XXX.XXX AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY CASELOAD MANAGER. XXX.XXX shall have no liability or obligation hereunder with respect under this Section 10.2 to the extent that any claim third-party claims described herein are based upon (a) on use of any Services Caseload Manager in an application a manner that violates this Agreement or environment or on a platform or with devices for which it was not designed or contemplated; (b) modifications, alterations, combinations or enhancements of the Services not created instructions given to Customer by or for Xxxxxx; (c) Customer’s continuing allegedly infringing activity after being notified thereof, or its continuing use of any version after being provided modifications that would have avoided the alleged infringement; or (d) any intellectual property right in which Customer or any Customer Affiliates has an interestXXX.XXX.

Indemnification by Xxxxxx. Xxxxxx shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against Customer"), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a judgment, or court approved settlement of, a Claim Against Customer; provided that Customer (a) promptly gives Xxxxxx written notice of the Claim Against Customer; (b) give Xxxxxx sole control of the defense and settlement of the Claim Against Customer (provided that Xxxxxx may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (c) provides to Xxxxxx all reasonable assistance, at Xxxxxx’x expense. In the event of a Claim Against Customer, or if Xxxxxx reasonably believes the Services may infringe or misappropriate a third party’s intellectual property rights, Xxxxxx may in its sole discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, which shall not be considered a breach of any warranties under this Agreement, (ii) obtain a license for continued use of the Services in accordance with this Agreement, or (iii) terminate subscriptions for such Services upon 30 (thirty) 30 days written notice and refund to Customer any prepaid fees covering the remainder of the term of such r subscriptions after the effective date of such termination. Xxxxxx shall have no liability or obligation hereunder with respect to any claim based upon (a) use of any Services in an application or environment or on a platform or with devices for which it was not designed or contemplated; (b) modifications, alterations, combinations or enhancements of the Services not created by or for Xxxxxx; (c) Customer’s continuing allegedly infringing activity after being notified thereof, or its continuing use of any version after being provided modifications that would have avoided the alleged infringement; or (d) any intellectual property right in which Customer or any Customer Affiliates has an interest.

Indemnification by Xxxxxx. Xxxxxx shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against Customer"), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a judgment, or court approved settlement of, a Claim Against Customer; provided that Customer (a) promptly gives Xxxxxx written notice of the Claim Against Customer; (b) give Xxxxxx sole control of the defense and settlement of the Claim Against Customer (provided that Xxxxxx may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (c) provides to Xxxxxx all reasonable assistance, at Xxxxxx’x expense. In the event of a Claim Against Customer, or if Xxxxxx reasonably believes the Services may infringe or misappropriate a third party’s intellectual property rights, Xxxxxx may in its sole discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, which shall not be considered a breach of any warranties under this Agreement, (ii) obtain a license for continued use of the Services in accordance with this Agreement, or (iii) terminate subscriptions for such Services upon 30 thirty (thirty30) days written notice and refund to Customer any prepaid fees covering the remainder of the term of such r subscriptions after the effective date of such termination. Xxxxxx shall have no liability or obligation hereunder with respect to any claim based upon (a) use of any Services in an application or environment or on a platform or with devices for which it was not designed or contemplated; (b) modifications, alterations, combinations or enhancements of the Services not created by or for Xxxxxx; (c) Customer’s continuing allegedly infringing activity after being notified thereof, or its continuing use of any version after being provided modifications that would have avoided the alleged infringement; or (d) any intellectual property right in which Customer or any Customer Affiliates has an interest.

Indemnification by Xxxxxx. Except as may be otherwise provided herein, Xxxxxx shall defend Customer against any claimdefend, demandindemnify and hold SuperGen, suitits directors, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against Customer")officers and employees, and shall indemnify Customer for SuperGen Sales Representatives (collectively the "SuperGen Indemnitees") harmless from and against all Losses incurred in connection with any damagesThird Party suits, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a judgment, claims or court approved settlement of, a Claim Against Customer; provided that Customer 50 <PAGE> CONFIDENTIAL TREATMENT REQUESTED causes of action arising out of or resulting from: (a) promptly gives Xxxxxx written notice Xxxxxx'x breach of the Claim Against Customerany representation, warranty, covenant, or obligation provided for in this Agreement; (b) give Xxxxxx sole control of the defense and settlement of the Claim Against Customer (provided that Xxxxxx may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (c) provides to Xxxxxx all reasonable assistance, at Xxxxxx’x expense. In the event of a Claim Against Customer, or if Xxxxxx reasonably believes the Services may infringe or misappropriate a third party’s intellectual property rights, Xxxxxx may in its sole discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, which shall not be considered a breach of any warranties under this Agreement, (ii) obtain a license for continued an infringement claim arising from SuperGen's use of the Services Xxxxxx name or logo in accordance connection with the promotion or sale of the Product, provided SuperGen's use is in compliance with the terms of this Agreement, or (iii) terminate subscriptions for such Services upon 30 (thirty) days written notice and refund to Customer any prepaid fees covering the remainder of the term of such r subscriptions after the effective date of such termination. Xxxxxx shall have no liability or obligation hereunder with respect to any claim based upon (a) use of any Services in an application or environment or on a platform or with devices for which it was not designed or contemplated; (b) modifications, alterations, combinations or enhancements of the Services not created by or for Xxxxxx; (c) Customer’s continuing allegedly infringing activity after being notified thereofthe negligence, recklessness or willful misconduct of Xxxxxx, its directors, officers or employees or Xxxxxx Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by Xxxxxx, its Affiliates, their directors, officers or employees, or its continuing use of any version after being provided modifications that would have avoided the alleged infringementXxxxxx Sales Representatives; or (d) any intellectual property right patent infringement claim arising from Xxxxxx'x or its Affiliates' or permitted sublicensee's (A) utilization of process technology for the manufacture of the Product which has not been approved by SuperGen or (B) continued Promotion in which Customer a country after receipt of notice from SuperGen indicating that the sale or Promotion of such Product in such country should be terminated because such further sale or Promotion would constitute willful infringement of a valid and issued patent in such country. Provided, however, that Xxxxxx shall not be required to indemnify the SuperGen Indemnitees to the extent that any Customer Affiliates has an interest.Losses arise out of or result from: (A) the negligence, recklessness or willful misconduct of any SuperGen Indemnitee including, but not limited to, off-label promotion of the Product; and/or (B) any breach by SuperGen of this Agreement. 15.3

Indemnification by Xxxxxx. Xxxxxx shall defend Customer customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services Tools as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "“Claim Against Customer"”), and shall indemnify Customer for any damages, attorney fees fees, and costs finally awarded against Customer as a result of, and for the amounts paid by Customer under a judgment, or court approved settlement of, a Claim Against Customer; provided that Customer (a) promptly gives Xxxxxx written notice of the Claim Against Customer; (b) give gives Xxxxxx sole control of the defense and settlement of the Claim Against Customer (provided that Xxxxxx may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (c) provides to Xxxxxx all reasonable assistance, at Xxxxxx’x expense. In the event of a Claim Against Customer, or if Xxxxxx reasonably believes the Services Tools may infringe or misappropriate a third party’s intellectual property rights, Xxxxxx may may, in its sole discretion and at no cost to Customer Customer: (i) modify the Services Tools so that they no longer infringe or misappropriate, which shall not be considered a breach of any warranties under this Agreement, (ii) obtain a license for continued use of the Services Tools in accordance with this Agreement, or (iii) terminate subscriptions access for such Services Tools upon 30 thirty (thirty30) days written notice and refund to Customer any prepaid fees covering the remainder of the term of such r subscriptions after the effective date of such terminationnotice. Xxxxxx shall have no liability or obligation hereunder with respect to any claim based upon (a) use of any Services Tools in an application violation of the Acceptable Use Policy or environment or on a platform or with devices for which it was not designed or contemplatedDocumentation; (b) modifications, alterations, combinations or enhancements of the Services Tools not created by or for Xxxxxx; (c) Customer’s continuing allegedly infringing activity after being notified thereof, or its continuing use of any version after being provided modifications that would have avoided the alleged infringement; or (d) any intellectual property right in which Customer or any Customer Affiliates has an interest.