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. 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. 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. 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. 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. 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. 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:
Indemnification Remedy
