Common use of Indemnification for Certain Intellectual Property Infringement Clause in Contracts

Indemnification for Certain Intellectual Property Infringement. (a) GE Digital shall, at GE Digital’s expense, indemnify, defend or, at GE Digital’s option, settle any claim brought against Xxxxx Xxxxxx that the GE Digital Offerings infringe any third party’s Intellectual Property rights (a “Xxxxx Xxxxxx Infringement Claim”), and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by GE Digital on Xxxxx Xxxxxx’ behalf. If use of any GE Digital Offering becomes, or in GE Digital’s reasonable opinion is likely to become, enjoined, GE Digital may, at GE Digital’s option, (i) procure, at no cost to Xxxxx Xxxxxx, the right to use such GE Digital Offering, (ii) modify the GE Digital Offering or provide a substitute that is non-infringing, at no additional cost to Xxxxx Xxxxxx, or (iii) terminate this Agreement with respect to such GE Digital Offering and refund Xxxxx Xxxxxx a pro-rata portion of applicable subscription fees (based on period of use) or purchase price (less reasonable depreciation) and provide Xxxxx Xxxxxx with a credit for any reasonable costs incurred by Xxxxx Xxxxxx in connection with its transition costs. GE Digital shall have no obligation or liability under this Section 8.05(a) for any Xxxxx Xxxxxx Infringement Claim to the extent such infringement is caused by: (a) a modification to the GE Digital Offerings not provided or performed by GE Digital, (b) Xxxxx Xxxxxx Content and Xxxxx Xxxxxx designs and specifications, (c) the combination of the GE Digital Offerings with other hardware, software, content, or services not provided by GE Digital and which are not a GE Digital specified system requirement, or (d) use of an infringing GE Digital Offering after GE Digital has provided a non-infringing alternative or terminated the license or subscription for it. This Section 8.05(a) states GE Digital’s sole obligation and exclusive liability (express, implied, statutory, or otherwise) and Xxxxx Hughes’s sole remedy for any third party claims of infringement of any intellectual or proprietary right. (b) Xxxxx Xxxxxx shall, at Xxxxx Hughes’s expense, indemnify, defend or, at Xxxxx Hughes’s option, settle any claim brought against GE Digital that the Contributions and data provided to GE Digital by Xxxxx Xxxxxx hereunder (“Xxxxx Xxxxxx Data”) infringes any third party’s Intellectual Property right (a “GE Digital Infringement Claim”), and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by Xxxxx Xxxxxx on GE Digital’s behalf. If use of any Xxxxx Xxxxxx Data becomes, or in Xxxxx Hughes’s opinion is likely to become, enjoined, Xxxxx Xxxxxx may, at Xxxxx Hughes’s option, (i) procure, at no cost to GE Digital, the right to use such Xxxxx Xxxxxx Data, (ii) modify the Xxxxx Xxxxxx Data or provide a substitute that is non-infringing, at no additional cost to GE Digital, or (iii) terminate this Agreement with respect to such Xxxxx Xxxxxx Data and refund GE Digital a pro-rata portion of applicable subscription fees (based on period of use) or purchase price (less reasonable depreciation) and provide GE Digital with a credit for any reasonable costs incurred by GE Digital in connection with its transition costs. Xxxxx Xxxxxx shall have no obligation or liability under this Section 8.05(b) for any GE Digital Infringement Claim to the extent such infringement is caused by: (a) a modification to the Xxxxx Xxxxxx Data not provided or performed by Xxxxx Xxxxxx, (b) GE Digital content and GE Digital designs and specifications, (c) the combination of the Xxxxx Xxxxxx Data with other hardware, software, content, or services not provided by Xxxxx Xxxxxx and which are not a Xxxxx Xxxxxx specified system requirement, or (d) use of an infringing Xxxxx Xxxxxx Data after Xxxxx Xxxxxx has provided a non-infringing alternative or terminated the license or subscription for it. This Section 8.05(b) states Xxxxx Hughes’s sole obligation and exclusive liability (express, implied, statutory, or otherwise) and GE Digital’s sole remedy for any third-party claims of infringement of any intellectual or proprietary right.

Indemnification for Certain Intellectual Property Infringement. (a) GE Digital shall, at GE Digital’s expense, indemnify, defend or, at GE Digital’s option, settle any claim brought against Xxxxx Xxxxxx that the GE Digital Offerings infringe any third party’s Intellectual Property rights (a “Xxxxx Xxxxxx Infringement Claim”), and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by GE Digital on Xxxxx Xxxxxx’ behalf. If use of any GE Digital Offering becomes, or in GE Digital’s reasonable opinion is likely to become, enjoined, GE Digital may, at GE Digital’s option, (i) procure, at no cost to Xxxxx Xxxxxx, the right to use such GE Digital Offering, (ii) modify the GE Digital Offering or provide a substitute that is non-infringing, at no additional cost to Xxxxx Xxxxxx, or (iii) terminate this Agreement with respect to such GE Digital Offering and refund Xxxxx Xxxxxx a pro-rata portion of applicable subscription fees (based on period of use) or purchase price (less reasonable depreciation) and provide Xxxxx Xxxxxx with a credit for any reasonable costs incurred by Xxxxx Xxxxxx in connection with its transition costs. GE Digital shall have no obligation or liability under this Section ‎Section 8.05(a) for any Xxxxx Xxxxxx Infringement Claim to the extent such infringement is caused by: (a) a modification any modifications to the GE Digital Offerings not provided or performed by GE Digital, (b) Xxxxx Xxxxxx Content and Xxxxx Xxxxxx designs and specifications, (c) the combination of the GE Digital Offerings with other hardware, software, content, or services not provided by GE Digital and which are not a GE Digital specified system requirement, or (d) use of an infringing GE Digital Offering after GE Digital has provided a non-infringing alternative or terminated the license or subscription for it. This Section ‎Section 8.05(a) states GE Digital’s sole obligation and exclusive liability (express, implied, statutory, or otherwise) and Xxxxx Hughes’s Xxxxxx’ sole remedy for any third party claims of infringement of any intellectual or proprietary right. (b) Xxxxx Xxxxxx shall, at Xxxxx Hughes’s Xxxxxx’ expense, indemnify, defend or, at Xxxxx Hughes’s Xxxxxx’ option, settle any claim brought against GE Digital that the Contributions contributions and data provided to GE Digital by Xxxxx Xxxxxx hereunder (“Xxxxx Xxxxxx Data”) infringes any third party’s Intellectual Property right (a “GE Digital Infringement Claim”), and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by Xxxxx Xxxxxx on GE Digital’s behalf. If use of any Xxxxx Xxxxxx Data becomes, or in Xxxxx Hughes’s Xxxxxx’ opinion is likely to become, enjoined, Xxxxx Xxxxxx may, at Xxxxx Hughes’s Xxxxxx’ option, (i) procure, at no cost to GE Digital, the right to use such Xxxxx Xxxxxx Data, (ii) modify the Xxxxx Xxxxxx Data or provide a substitute that is non-infringing, at no additional cost to GE Digital, or (iii) terminate this Agreement with respect to such Xxxxx Xxxxxx Data and refund GE Digital a pro-rata portion of applicable subscription fees (based on period of use) or purchase price (less reasonable depreciation) and provide GE Digital with a credit for any reasonable costs incurred by GE Digital in connection with its transition costs. Xxxxx Xxxxxx shall have no obligation or liability under this Section ‎Section 8.05(b) for any GE Digital Infringement Claim to the extent such infringement is caused by: (a) a modification to the Xxxxx Xxxxxx Data not provided or performed by Xxxxx Xxxxxx, (b) GE Digital content and GE Digital designs and specifications, (c) the combination of the Xxxxx Xxxxxx Data with other hardware, software, content, or services not provided by Xxxxx Xxxxxx and which are not a Xxxxx Xxxxxx specified system requirement, or (d) use of an infringing Xxxxx Xxxxxx Data after Xxxxx Xxxxxx has provided a non-infringing alternative or terminated the license or subscription for it. This Section ‎Section 8.05(b) states Xxxxx Hughes’s Xxxxxx’ sole obligation and exclusive liability (express, implied, statutory, or otherwise) and GE Digital’s sole remedy for any third-party claims of infringement of any intellectual or proprietary right.

Indemnification for Certain Intellectual Property Infringement. (a) GE Digital shall, at GE Digital’s expense, indemnify, defend or, at GE Digital’s option, settle any claim brought against Xxxxx Xxxxxx that the GE Digital Offerings infringe any third party’s Intellectual Property rights (a “Xxxxx Xxxxxx Infringement Claim”), and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by GE Digital on Xxxxx Xxxxxx’ behalf. If use of any GE Digital Offering becomes, or in GE Digital’s reasonable opinion is likely to become, enjoined, GE Digital may, at GE Digital’s option, (i) procure, at no cost to Xxxxx Xxxxxx, the right to use such GE Digital Offering, (ii) modify the GE Digital Offering or provide a substitute that is non-infringing, at no additional cost to Xxxxx Xxxxxx, or (iii) terminate this Agreement with respect to such GE Digital Offering and refund Xxxxx Xxxxxx a pro-rata portion of applicable subscription fees (based on period of use) or purchase price (less reasonable depreciation) and provide Xxxxx Xxxxxx with a credit for any reasonable costs incurred by Xxxxx Xxxxxx in connection with its transition costs. GE Digital shall have no obligation or liability under this Section 8.05(a) for any Xxxxx Xxxxxx Infringement Claim to the extent such infringement is caused by: (a) a modification to the GE Digital Offerings not provided or performed by GE Digital, (b) Xxxxx Xxxxxx Content and Xxxxx Xxxxxx designs and specifications, (c) the combination of the GE Digital Offerings with other hardware, software, content, or services not provided by GE Digital and which are not a GE Digital specified system requirement, or (d) use of an infringing GE Digital Offering after GE Digital has provided a non-infringing alternative or terminated the license or subscription for it. This Section 8.05(a) states GE Digital’s sole obligation and exclusive liability (express, implied, statutory, or otherwise) and Xxxxx Hughes’s sole remedy for any third party claims of infringement of any intellectual or proprietary right. (b) Xxxxx Xxxxxx shall, at Xxxxx Hughes’s expense, indemnify, defend or, at Xxxxx Hughes’s option, settle any claim brought against GE Digital that the Contributions and data provided to GE Digital by Xxxxx Xxxxxx hereunder (“Xxxxx Xxxxxx Data”) infringes any third party’s Intellectual Property right (a “GE Digital Infringement Claim”), and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by Xxxxx Xxxxxx on GE Digital’s behalf. If use of any Xxxxx Xxxxxx Data becomes, or in Xxxxx Hughes’s opinion is likely to become, enjoined, Xxxxx Xxxxxx may, at Xxxxx Hughes’s option, (i) procure, at no cost to GE Digital, the right to use such Xxxxx Xxxxxx Data, (ii) modify the Xxxxx Xxxxxx Data or provide a substitute that is non-infringing, at no additional cost to GE Digital, or (iii) terminate this Agreement with respect to such Xxxxx Xxxxxx Data and refund GE Digital a pro-rata portion of applicable subscription fees (based on period of use) or purchase price (less reasonable depreciation) and provide GE Digital with a credit for any reasonable costs incurred by GE Digital in connection with its transition costs. Xxxxx Xxxxxx shall have no obligation or liability under this Section 8.05(b) for any GE Digital Infringement Claim to the extent such infringement is caused by: (a) a modification to the Xxxxx Xxxxxx Data not provided or performed by Xxxxx Xxxxxx, (b) GE Digital content and GE Digital designs and specifications, (c) the combination of the Xxxxx Xxxxxx Data with other hardware, software, content, or services not provided by Xxxxx Xxxxxx and which are not a Xxxxx Xxxxxx specified system requirement, or (d) use of an infringing Xxxxx Xxxxxx Data after Xxxxx Xxxxxx has provided a non-infringing alternative or terminated the license or subscription for it. This Section 8.05(b) states Xxxxx Hughes’s sole obligation and exclusive liability (express, implied, statutory, or otherwise) and GE Digital’s sole remedy for any third-party claims of infringement of any intellectual or proprietary right.

Indemnification for Certain Intellectual Property Infringement. (a) GE Digital shall, at GE Digital’s expense, indemnify, defend or, at GE Digital’s option, settle any claim brought against Xxxxx Xxxxxx that the GE Digital Offerings infringe any third party’s Intellectual Property rights (a “Xxxxx Xxxxxx Infringement Claim”), and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by GE Digital on Xxxxx Xxxxxx’ behalf. If use of any GE Digital Offering becomes, or in GE Digital’s reasonable opinion is likely to become, enjoined, GE Digital may, at GE Digital’s option, (i) procure, at no cost to Xxxxx Xxxxxx, the right to use such GE Digital Offering, (ii) modify the GE Digital Offering or provide a substitute that is non-infringing, at no additional cost to Xxxxx Xxxxxx, or (iii) terminate this Agreement with respect to such GE Digital Offering and refund Xxxxx Xxxxxx a pro-rata portion of applicable subscription fees (based on period of use) or purchase price (less reasonable depreciation) and provide Xxxxx Xxxxxx with a credit for any reasonable costs incurred by Xxxxx Xxxxxx in connection with its transition costs. GE Digital shall have no obligation or liability under this Section 8.05(a) for any Xxxxx Xxxxxx Infringement Claim to the extent such infringement is caused by: (a) a modification to the GE Digital Offerings not provided or performed by GE Digital, (b) Xxxxx Xxxxxx Content and Xxxxx Xxxxxx designs and specifications, (c) the combination of the GE Digital Offerings with other hardware, software, content, or services not provided by GE Digital and which are not a GE Digital specified system requirement, or (d) use of an infringing GE Digital Offering after GE Digital has provided a non-infringing alternative or terminated the license or subscription for it. This Section 8.05(a) states GE Digital’s sole obligation and exclusive liability (express, implied, statutory, or otherwise) and Xxxxx Hughes’s sole remedy for any third party claims of infringement of any intellectual or proprietary right. (b) Xxxxx Xxxxxx shall, at Xxxxx Hughes’s expense, indemnify, defend or, at Xxxxx Hughes’s option, settle any claim brought against GE Digital that the Contributions and data provided to GE Digital by Xxxxx Xxxxxx hereunder (“Xxxxx Xxxxxx Data”) infringes any third party’s Intellectual Property right (a “GE Digital Infringement Claim”), and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by Xxxxx Xxxxxx on GE Digital’s behalf. If use of any Xxxxx Xxxxxx Data becomes, or in Xxxxx Hughes’s opinion is likely to become, enjoined, Xxxxx Xxxxxx may, at Xxxxx Hughes’s option, (i) procure, at no cost to GE Digital, the right to use such Xxxxx Xxxxxx Data, (ii) modify the Xxxxx Xxxxxx Data or provide a substitute that is non-infringing, at no additional cost to GE Digital, or (iii) terminate this Agreement with respect to such Xxxxx Xxxxxx Data and refund GE Digital a pro-rata portion of applicable subscription fees (based on period of use) or purchase price (less reasonable depreciation) and provide GE Digital with a credit for any reasonable costs incurred by GE Digital in connection with its transition costs. Xxxxx Xxxxxx shall have no obligation or liability under this Section 8.05(b) for any GE Digital Infringement Claim to the extent such infringement is caused by: (a) a modification to the Xxxxx Xxxxxx Data not provided or performed by Xxxxx Xxxxxx, (b) GE Digital content and GE Digital designs and specifications, (c) the combination of the Xxxxx Xxxxxx Data with other hardware, software, content, or services not provided by Xxxxx Xxxxxx and which are not a Xxxxx Xxxxxx specified system requirement, or (d) use of an infringing Xxxxx Xxxxxx Data after Xxxxx Xxxxxx has provided a non-infringing alternative or terminated the license or subscription for it. This Section 8.05(b) states Xxxxx Hughes’s sole obligation and exclusive liability (express, implied, statutory, or otherwise) and GE Digital’s sole remedy for any third-party claims of infringement of any intellectual or proprietary right.8.05