Infringement Claims of Third Parties. Supplier agrees to indemnify, defend and hold harmless Datasite from and against any and all actions, proceedings, damages, liabilities, claims, losses and expenses (including reasonable attorney’s fees) arising from claims that the goods or services provided by Supplier hereunder infringe the patent, copyright, trademark rights, or constitute the misappropriation of trade secrets, of any third party. The obligations under this clause will survive the cancellation, termination or completion of this order.
Infringement Claims of Third Parties. Supplier agrees to indemnify, defend and hold harmless Xxxxxxx from and against any and all actions, proceedings, damages, liabilities, claims, losses and expenses (including reasonable attorney’s fees) arising from claims that the goods or services provided by Supplier hereunder infringe the patent, copyright, trademark rights, or constitute the misappropriation of trade secrets, of any third party. The obligations under this clause will survive the cancellation, termination or completion of this order.
Infringement Claims of Third Parties. (a) At its own expense, CMSI will defend Licensee against any claim by any third party alleging that the Software infringes a patent or copyright in the United States, and CMSI will pay all costs, damages and attorneys' fees finally awarded to any such third party in any resulting infringement action (or such amounts as may be agreed upon by CMSI in any settlement), provided that Licensee provides prompt written notice to CMSI of such claim, and allows CMSI sole control of, and fully cooperates with CMSI in, the defense of such claims and all related negotiations.
(b) CMSI's obligations under this Section 9 are conditional upon Licensee's agreement that if the Software is, or in CMSI's opinion is likely to become, subject to a claim of infringement, CMSI, at its option and expense, may either (i) procure for Licensee the right to continue using the Software; or (ii) replace or modify it to make it non-infringing in a manner that does not materially impair its functionality, or (iii) if none of the foregoing alternatives reasonably is available to CMSI, Licensee will cease using such Software and return it to CMSI, and CMSI will refund to Licensee the amount computed by amortizing the Software evenly over a five (5) year period commencing upon the Effective Date of this Agreement. CMSI will also refund the unused portion of any maintenance and support fees prepaid by Licensee.
(c) CMSI will have no obligation with respect to any actual or threatened infringement claim based in whole or in part upon (i) Licensee Enhancements, (ii) Licensee's failure to use all enhancements, updates, upgrades or modifications to the Licensed Products offered by CMSI, (iii) Licensee's failure to use the Licensed Products in accordance with this Agreement or
Infringement Claims of Third Parties. In the event that any ------------------------------------ infringement suit or any claim of infringement involving the Licensed Trademarks in connection with the sale or distribution of the Products in the Territory pursuant to and in accordance with the terms of this Agreement is instituted by a third party against SJ JAPAN, SJ JAPAN shall give immediate notice of such suit or claim to ST. XXXX and ST. XXXX shall defend or settle such suit or claim at its own expense and SJ JAPAN shall offer reasonable cooperation to ST. XXXX in all aspects of any such suit or claim. ST. XXXX reserves the right to control the defense of any such suit or claim, including, without limitation, the right to choose counsel and to settle and dispose of any such suit or claim as it deems appropriate in its sole discretion.
Infringement Claims of Third Parties. Notwithstanding anything to the contrary in this Agreement: (a) If the Service and/or the DealerTrack Marks are, or in DealerTrack's sole discretion are likely to become, subject to a claim of infringement, DealerTrack, at its option and expense, shall either (i) procure for CMSI a license or a right to continue using the Service and/or the DealerTrack Marks; or (ii) modify the Service and/or the DealerTrack Marks to make it/them non-infringing in a manner that does not materially impair its/their functionality. If neither of the foregoing two options is reasonably available to DealerTrack, then either party may terminate this Agreement by notice to other party. Except for the Indemnity obligations set forth in Section 16(a), the foregoing shall be CMSI's sole and exclusive remedy and DealerTrack's sole and exclusive obligation with respect to any infringement claims relating to the Service and/or the DealerTrack Marks. (b) DealerTrack will have no obligation with respect to any actual or threatened infringement claim based in whole or in part upon (i) the CMSI System, (ii) any enhancements, upgrades or modifications to the Service and/or the DealerTrack Marks made by CMSI, or any party that CMSI authorizes, directs or permits to make such enhancements, upgrades or modifications, or (iii) CMSI's or its Users' failure to use the Service and/or the DealerTrack Marks in accordance with this Agreement or the Documentation.
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Infringement Claims of Third Parties. Notwithstanding anything to the contrary in this Agreement, if any aspect of a Party's Intellectual Property, that is necessary for meeting that Party's or the other Party's obligations under this Agreement, becomes, or is likely to become, subject to a claim of infringement, that Party, at its option and its expense, will either: (a) procure for the other Party, a license or a right to continue using the Intellectual Property; or (b) modify the Intellectual Property to make it non-infringing but not materially impair its functionality. If neither of the foregoing two options is reasonably available, then either Party may terminate this Agreement by notice to other Party. Except for the indemnity obligations set forth in Section 13 below, the foregoing will be the Parties' sole and exclusive remedy with respect to any infringement claims relating to Intellectual Property.
Infringement Claims of Third Parties. Each Party shall promptly notify the other Party upon learning of any allegation by a third party that the Product, the activities contemplated by this Agreement, or the use of the IntelGenx Intellectual Property, the Joint Patents, or Joint Inventions infringe, misappropriate, or otherwise violate a third party’s intellectual property rights (an “Infringement Allegation”). IntelGenx shall, at its sole discretion, have the first right to assume sole control over defending any such Infringement Allegation using counsel of its choice. IntelGenx shall keep Xxxx reasonably informed with respect thereto and disclose to Xxxx all material decisions issued by the courts in such matter. Xxxx shall cooperate in all reasonable respects with IntelGenx to the extent requested by IntelGenx and shall execute any documents reasonably necessary to permit IntelGenx to defend any resulting suit, join IntelGenx to any related suit as may be necessary or advisable, and make available its employees and relevant records to assist in and to provide evidence for such suit. IntelGenx shall have sole discretion with respect to any settlement or other resolution thereof; provided, however, that in the event that IntelGenx defends any Infringement Allegation, IntelGenx shall not settle or resolve such Infringement Allegation without the written consent of Xxxx, not to be unreasonably withheld or delayed. Except as otherwise provided in Article XI, all expenses, costs, fees (including reasonable legal fees and expenses), damages, losses, and royalties or other amounts paid in settlement incurred in connection with the defense of an Infringement Allegation shall be shared equally by the Parties. Any damages or other amounts recovered by IntelGenx in connection with any judgment in respect of, or settlement or other resolution of, any Infringement Claim shall be shared fifty percent (50%) by IntelGenx and fifty percent (50%) by Xxxx.
Infringement Claims of Third Parties. XOMA and ALLERGAN shall each give to the other prompt written notice of any claim or action made against either of them alleging that the manufacture, use or sale of any Product in any country(ies) of the Territory infringe the rights of a Third Party. XOMA and ALLERGAN agree to cooperate and collaborate with each other in undertaking a full investigation of the situation and in taking such action as they shall agree is appropriate in the circumstances.
Infringement Claims of Third Parties a. At its own expense, CREDIT CONNECTION will defend ABC against any claim by any third party alleging that the SERVICE or use of the MARK xx accordance with Section 3(b) above infringes a patent or copyright in the United States, and CREDIT CONNECTION will pay all costs, damages and attorneys' fees finally awarded to any such third party in any infringement action or negotiated by CREDIT CONNECTION in settlement; provided that ABC provides prompt written notice to CREDIT CONNECTION of such claim (if ABC has knowledge), and allows CREDIT CONNECTION sole control of, and fully cooperates with CREDIT CONNECTION in, the defense of such claims and all related negotiations.
b. CREDIT CONNECTION's obligations under this Section 9 are conditional upon ABC's agreement that if the SERVICE and/or the MARK xxx, or in CREDIT CONNECTION's opinion are likely to become, subject to a claim of infringement, CREDIT CONNECTION, at its option and expense, may either (i) procure for ABC and the ABC AFFILIATES the right to continue using the SERVICE and/or the MARK; xx (ii) modify the SERVICE and/or the MARK xx make it/them non-infringing in a manner that does not materially impair its/their functionality. If neither of these two options is reasonably available to CREDIT CONNECTION, then CREDIT CONNECTION may terminate this AGREEMENT by notice to ABC.
c. CREDIT CONNECTION will have no obligation with respect to any actual or threatened infringement claim based in whole or in part upon (i) the ABC System, or (ii) any enhancements, upgrades or modifications to the SERVICE and/or the MARK xxxe by ABC, any ABC AFFILIATE, or any party that ABC authorizes or directs to make an enhancement, upgrade or modification, or (iii) ABC's (or any ABC AFFILIATE's) failure to use all enhancements, updates, upgrades, or modifications to the SERVICE and/or the MARK xxxered by CREDIT CONNECTION, or (iv) ABC's (or any ABC AFFILIATE's) failure to use the SERVICE and/or the MARK xx accordance with this AGREEMENT or the DOCUMENTATION, or (v) ABC's (or any ABC AFFILIATE's) combination, operation, or use of the SERVICE and/or the INTERFACE with software or systems created by parties other than CREDIT CONNECTION. ABC shall indemnify and hold CREDIT CONNECTION harmless from any damages, losses or costs associated with such claims. Further, CREDIT CONNECTION will have no obligation with respect to any actual or threatened infringement claim, to the extent such claim is based on third party services or produc...
