Indemnification Remedy. In the event an infringement or misappropriation claim as described in Section 16(a) arises, or if Bizagi reasonably believes that a claim is likely to be made, Bizagi shall have the right, at its sole option and in lieu of indemnification, to: (a) modify the applicable portion of the Services to become non-infringing but functionally equivalent; (b) replace the applicable portion of the Services with material that is non-infringing but functionally equivalent; (c) obtain for End User the right to use the applicable portion of the Services upon commercially reasonable terms; or (d) remove the infringing or violative aspect of the Services if it can be removed without material degradation of the applicable Services.
Indemnification Remedy. If we reasonably believe your use of the MicroStrategy Products could result in an indemnification Claim under Section 7.a, then we will have the right, at our option and expense to: (i) replace or modify such MicroStrategy Product to make it non- infringing and of substantially equivalent functionality, (ii) procure for you the right to continue using such MicroStrategy Product under the terms of the Agreement, or (iii) if we are unable to accomplish either (i) or (ii) despite using our reasonable efforts after sixty (60) days, then either party may terminate the Agreement, in which case our sole liability, in addition to the indemnification obligations in this section, shall be to refund you any prepaid fees for the terminated MicroStrategy Product that was to be provided after the effective date of termination. c.
Indemnification Remedy. In the event an infringement or misappropriation claim as described in Section 13(a) arises, or if Bizagi reasonably believes that a claim is likely to be made, Bizagi shall have the right, at its sole option and in lieu of indemnification, to: (a) modify the applicable portion of the Software to become non-infringing but functionally equivalent; (b) replace the applicable portion of the Software with material that is non-infringing but functionally equivalent; (c) obtain for End User the right to use the applicable portion of the Software upon commercially reasonable terms; or (d) remove the infringing or violative aspect of the Software if it can be removed without material degradation of the applicable Software.
Indemnification Remedy. Except for (a) claims of fraud, (b) any injunctive relief to which a Party may be entitled, and (iii) the right to collect a judgment after it is rendered, the indemnification remedies provided by this Section 11 shall constitute the exclusive remedies of the Parties after Closing for any claim in connection with breaches of representations and warranties hereunder. Notwithstanding anything herein to the contrary, VERT and the Buyer hereby agree and acknowledge that they have no recourse to the assets of NECX Direct, LLC, an indirect subsidiary of the Parent Company.
Indemnification Remedy. Indemnification, as provided in this Article X and Article VIII of the Xxxxxx Contribution Agreement, shall be the exclusive remedy for any and all breaches of any representation or warranty contained in this Agreement or the Xxxxxx Contribution Agreement, but shall not be deemed to limit remedies provided for or permitted with respect to a breach of any covenant or other agreement contained in this Agreement or in a Related Agreement.
Indemnification Remedy. The indemnification rights of Indemnified Persons under this Article X are independent of and in addition to such rights and remedies as such Indemnified Persons may have at law or in equity or otherwise for any breach of representation, warranty, agreement or covenant hereunder on the part of any shareholder hereto, including the right to seek recission or restitution, none of which rights or remedies shall be affected or diminished hereby. No right to indemnification under this Article X shall be limited by reason of any investigation or audit conducted before or after the Closing of any Indemnified Persons hereto or the knowledge of such party of any breach of any representation, warranty, agreement or covenant by the shareholders of the Company at any time, or the decision by Indemnified Persons to complete the Closing.
Indemnification Remedy. If we reasonably believe your use of the MicroStrategy Products could result in an indemnification Claim under Section 7.a, then we will have the right, at our option and expense to: (i) replace or modify such MicroStrategy Product to make it non- infringing and of substantially equivalent functionality, 7. 赔偿 a. 由 MicroStrategy 赔偿。我们将自担费用就索赔为您 (以及您的关联方、董事、高管、员工和代理人)辩护、并就您因该等第三方索赔而遭受的损失向您 (以及您的关联方、董事、高管、员工和代理人)赔偿并使您(以及您的关联方、董事、高管、员工和代理人)免受损害,但前提是该等第三方索赔基于以下原因而产生: 对您使用本协议项下的 MicroStrategy 产品侵犯了第三方知识产权的指控,或因我们的人员在您的场所向您提供服务过程中的重大过失或故意不当行为导致的死亡、人身伤害或有形动产损害。但如果前述索赔或损失由于以下事项引起,则我们将不向您承担赔偿义务:(i)以未经本协议授权或违反法律的方式访问、使用、复制、分发或修改任何 MicroStrategy 产品;(ii)我们以本协议允许的方式使用您或第三方提供的材料或数据 (包括客户数据);(iii)您结合非由我们提供的其 他产品或服务使用 MicroStrategy 产品;(iv)您使用 MicroStrategy 产品的先前版本;及(v)您使用任何评估产品。 b. 赔 偿 救 济 。 如 果 我 们 有 合 理 理 由 认 为 您 对 MicroStrategy 产品的使用可能导致第 7.a 条项下的索赔,则我们将有权选择自费:(i)更换或更改该等 MicroStrategy 产品,使之不再侵权并具有实质同等的功能,(ii)根据本协议条款为您取得继续使用该等 MicroStrategy 产品的权利,或(iii)尽管我们付🎧合理努力, 但如果我们无法在六十( 60 ) 天内完成 (i)或(ii),则任何一方可以终止本协议,在此情
Indemnification Remedy