Indemnity for infringement. (a) XXXX will indemnify the Subscriber against liability or loss under or in connection with any claim made by a third party against the Subscriber regarding its use of the Services or any Intellectual Property in accordance with the Participation Agreement.
Indemnity for infringement. Xxxxxx agrees upon receipt of notification, to promptly assume full responsibility for defending any claim, suit, action, or proceeding which may be brought against the Buyer Entities which alleges that any goods or services provided by Seller pursuant to this purchase order infringe any patent, trademark, copyright, trade secret or other proprietary right owned by a third party. Xxxxxx further agrees to indemnify Buyer against any and all expenses, losses, royalties, lost profits and damages, including court cost and attorney’s fees, resulting from such claim, suit, action or proceeding, including any settlement, decree or judgment entered therein. Buyer may at its option, be represented and actively participate through its own
Indemnity for infringement. Ceridian will indemnify and hold Client harmless from and against any and all claims alleging that the Services and any Intellectual Property furnished by Ceridian violate any third party's patent, trade secret or copyright, except to the extent that such claims arise from Client's modification of the Services or Intellectual Property or from Client’s use of such Services in excess of the provisions set out in this Section 6 (including the use by the Client or its Affiliates out of the Territory). However, Ceridian’s liability hereunder shall be conditional upon Client providing Ceridian with timely written notice of any such claim or threat thereof, and the full and exclusive authority for, and information for and assistance with, the defense and settlement thereof. If such claim has occurred, or in Ceridian’s opinion is likely to occur, Client agrees to permit Ceridian, at its option and expense, either to procure for Client the right to continue using the Intellectual Property, or replace or modify the same so that it becomes non-infringing. If neither of the foregoing alternatives is reasonably available, Ceridian may immediately terminate its obligations (and Client’s rights) under the Agreement with regard to such Intellectual Property (if the Services are deliverable without such Intellectual Property) or terminate the Agreement in its entirety (to the extent Ceridian is not able to provide the Service without such Intellectual Property).
Indemnity for infringement. (a) PEXA will indemnify the Subscriber against liability or loss under or in connection with any claim made by a third party against the Subscriber regarding its use of the Services or any Intellectual Property in accordance with the Participation Agreement.
Indemnity for infringement. The Seller shall, at its expense, hold harmless and defend Buyer, its partners, agents, suppliers, and customers and all persons or entities claiming against or under Buyer, in any lawsuit for the infringement of any patent, copyright or trademark, or other protected intellectual property and shall indemnify the aforesaid parties for all damages, including consequential damages, costs, expenses of suit, including reasonable attorneys’ fees, expert fees, and litigation costs, arising there from by reason of any claim, whether valid or unfounded arising from the manufacture, sale or use of the items covered by this Purchase Order. Seller shall be given adequate notice of such claims, and shall assume full responsibility for the defense thereof. Seller shall keep Buyer fully informed of the progress of such claim or lawsuit, and shall inform Xxxxx of any proposed settlement, accord, release, or possible judgment affecting Buyer in any way. Seller will hold harmless, and will indemnify the Buyer, its partners, affiliates, and/or customers for any monetary damages arising from this Purchase Order and from claims arising from the transaction or items which are the subject of this Purchase Order.
Indemnity for infringement. Licensor hereby indemnifies and holds Licensee, and its sublicensees, harmless against any and all actions, suits, claims or demands whatsoever, including the costs and expenses connected therewith, which any of them may incur or become liable to pay by reason of any claim, suit or demand for infringement of patent because of the manufacture, use, or sale of the Product, provided Licensor shall be promptly notified of any such action, suit, claim or demand.
Indemnity for infringement. Subject to subclauses 10.5 and 10.6, Xxxxxxxx will indemnify the Licensee against liability under any final judgment in proceedings brought by a third party against the Licensee which determine that the Licensee's use of the Software or any Deliverables constitutes an infringement of Intellectual Property (other than patents) under the law of England and Wales.
Indemnity for infringement. (a) Transferors will jointly and severally defend, at their expense, any action (or portion thereof) brought against Aspire NA based solely on a claim that the any Assigned Intellectual Property Right infringes on the proprietary or intellectual proprietary rights (patent, trademark, trade dress, unfair competition, copyright, or trade secret) of others (an “Indemnification Claim”). Transferors will indemnify and hold harmless Aspire NA from and against any loss, damage, liability or expense, including reasonable fees and expenses of counsel which are awarded by a judgment or court order, which judgment or court order shall be final and beyond right of review or appeal, against Aspire NA in such action which are directly attributable to an Indemnification Claim. Transferors shall have the right, with prior consultation with Aspire NA, to control the defense of the action related to an Indemnification Claim and to compromise or settle any claim at Transferors’ cost and expense. Notwithstanding the foregoing, Transferors shall not compromise or settle any Indemnification Claim without prior consent from Aspire NA. In the event that a claim is made which asserts claims in addition to an Indemnification Claim, Transferors’ obligations shall be limited to the Indemnification Claim, subject to Section 6(d) of this Agreement.
(b) If an Indemnification Claim is made against Aspire NA, Transferors shall have the right, in their discretion and at their sole cost and expense, either to (i) make such modifications so that the infringing Assigned Intellectual Property Rights are/is not infringing, or (ii) obtain for Aspire NA the right, at no cost to Aspire NA, to continue to use the Assigned Intellectual Property Rights as provided in this Agreement.
(c) In the event that Aspire NA shall receive notice of any Indemnification Claim or in the event that an action is commenced against Aspire NA alleging that any Assigned Intellectual Property Rights infringe upon the proprietary or intellectual property rights of others, Aspire NA shall give prompt notice thereof (promptness being based on the time when Aspire NA has actual notice of any such claim or action) to Transferors, and Transferors shall defend the action as provided in Section 6(a) of this Agreement.
(d) The provisions of Sections 6(a) and 6(b) of this Agreement shall not apply to the extent that the claimed infringement results from a modification of the Assigned Intellectual Property Rights which was made by ...
Indemnity for infringement. The Seller shall, at its expense, indemnify and hold harmless Mevion, its officers, directors, agents and employees, its customers and all persons claiming under Mevion, against any suit or suits for the infringement of any patent, copyright or trademark or any misappropriation of trade secrets or any other intellectual property rights of a third party, and shall defend indemnity the aforesaid parties against all damages, costs and expenses, including all reasonable legal expense, arising there from by reason of the manufacture, sale or the natural and intended use of the items covered by this purchase order. Seller shall be given adequate notice of such claims and assume full and exclusive control in the defense thereof. If the use of any of the items covered by this purchase order is enjoined, Supplier shall at its own expense: (a) procure for Mevion the right to continue using the items; or (b) remove the items and replace with noninfringing items; or (c) remove the items and refund the purchase price and transportation and installation costs thereof; or (d) with Mevion’s consent modify the items to eliminate the infringement.
Indemnity for infringement. Except as otherwise set out in clause 6.2, SUPPLIER shall defend and indemnify the End User and the End User’s Affiliates from any suit, cause of action, judgment, liability, reasonable cost, reasonable expense (including reasonable legal fees) or other actual or alleged claim of any kind arising because a the RIFTSOFT software infringes the copyright of a third party existing in the country in which the Sites are located, but only if the End User or its Affiliate provides: (a) SUPPLIER with written notice of any claim of infringement or otherwise; and (b) allows SUPPLIER exclusively to defend, compromise, settle or appeal any such suit, cause of action, claim, judgment, liability, cost and expense; and (c) provides SUPPLIER with all available information, assistance and co-operation, at SUPPLIER's expense, to enable SUPPLIER to defend, compromise, settle or appeal any such suit, cause of action, claim, judgment, liability, cost and expense. Supplier will not, without prior written consent of End User and its Affiliate, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened claim in respect of which indemnification may be sought hereunder unless such settlement, compromise, consent or termination includes an unconditional release of End User and its Affiliates from all liabilities arising out of such claim. Clause 6.1 does not prohibit the End User's and its Affiliate's participation with SUPPLIER in the defense or appeal of any such suit, cause of action, claim, judgment, liability, cost and expense should the End User and its Affiliate choose to participate (at its own expense, such expense not being indemnified by SUPPLIER) and with attorneys of the End User's and its Affiliate’s own choice, provided that SUPPLIER shall have sole control and authority with respect to any such defense, compromise, settlement or appeal.
