Infringement Matters. (a) Each of EarthShell and GP will promptly, and in any event within thirty (30) days of discovery, notify the other in writing of any apparent infringement of the Technology in the Territory which comes to its attention while this Agreement remains in effect. EarthShell shall have the sole right, at its sole cost and expense and in its absolute discretion, to bring any suit to enjoin such infringement and to recover damages therefor for its sole account.
(b) In any action brought by EarthShell pursuant to Section 8(a) hereof, GP shall (i) cooperate fully with EarthShell and provide whatever assistance is reasonably requested by EarthShell in connection with such suit, including the preparation and signing of documents at EarthShell's expense.
(c) GP shall promptly notify EarthShell in writing of (i) any claim or threatened claim by any Person that the use of the Technology by GP in connection with the manufacture, use or sale of any Product by GP or any Customer infringes or violates the patent, trade secret or other intellectual property rights of such Person in any of the Territory and (ii) the commencement of any lawsuit against GP, or any of its respective customers, asserting any such claim (an "EarthShell Infringement Action"). EarthShell shall assume and control the defense of any EarthShell Infringement Action, at its sole cost and expense, irrespective of whether EarthShell is named as a defendant therein. GP will assist EarthShell in the defense of any EarthShell Infringement Action by providing such information, fact witnesses and other cooperation as EarthShell may request from time to time; provided that EarthShell shall reimburse GP for any out-of-pocket expenses incurred by GP in connection therewith. GP shall have the right to be represented in connection with an EarthShell Infringement Action by its own legal counsel, at its own expense, provided that such legal counsel will act only in an advisory capacity. If EarthShell does not assume the defense of any EarthShell Infringement Action, GP shall have the right, but not the obligation, to assume the defense of such lawsuit, utilizing legal counsel of its choice. EarthShell shall bear the reasonable costs and expenses of such legal counsel. If GP so assumes the defense of an EarthShell Infringement Action, GP shall have no right to settle such EarthShell Infringement Action unless GP shall have received the prior written consent of EarthShell which shall not be unreasonably withheld or del...
Infringement Matters. (a) The Biotec Group and EC will promptly, and in any event within thirty (30) days of discovery, notify the other in writing of any apparent infringement of the Technology which comes to its attention and that involves the Products. The Biotec Group shall have the initial right, at its sole cost and expense, to bring suit to enjoin such infringement to the extent it involves the Technology and to recover damages therefor for its sole account. If, the Biotec Group does not bring any such action within sixty (60) days after written notice of infringement is given by or to EC, EC, at its sole cost and expense, shall have the right to bring suit to enjoin such infringement and recover damages therefor for its sole account, to the extent such infringement involves the Products.
(b) In any action brought pursuant to Section 9(a) hereof, the party initiating the suit (the "Initiating Party") shall select and control counsel for the prosecution of such suit. The other party hereto (the "Non-Initiating Party") shall (i) have the right to receive, from time to time, full and complete information from the Initiating Party concerning the status of such suit, (ii) have the right, at its own expense, to be represented therein by counsel in advisory or consultative capacity, and (iii) cooperate fully with the Initiating Party and provide whatever assistance is reasonably requested by the Initiating Party in connection with such suit, including the preparation and signing of documents. If EC is the Initiating Party, EC shall not have the right to settle any infringement suit described in Section 9(a) hereof, without the prior written consent of EKI, which consent shall not be unreasonably withheld or delayed. The costs and expenses, including attorneys' fees, of the Initiating Party in any action alleging infringement will be borne by the Initiating Party. In no event, however, will the Non-Initiating Party be obligated to reimburse the costs and expenses, including attorneys' fees, of the Initiating Party in an amount in excess of the damages awarded to the Non-Initiating Party in such action.
(c) The parties shall promptly notify each other in writing of (i) any claim by any Person that the use of the Biotec Technology by EC in connection with the manufacture, use or sale of any Product infringes or violates the patent, trade secret or other intellectual property rights of such Person in any country in which Biotec KG holds an unexpired patent containing claims that co...
Infringement Matters. Seller 5.14(f) Other Claims................................. Seller 5.14(g) Contested Proceedings........................ Seller 5.15 Warranties................................... Seller 5.16
Infringement Matters. 9.1 In the event that IC brings a claim of patent infringement with respect to LICENSED PRODUCTS, AMBI will cooperate in any such action by making its records and personnel reasonably available at times, places, and in a manner mutually acceptable to the parties.
Infringement Matters. (a) PARAGON hereby agrees to indemnify, defend and hold MAPICS harmless from, against and in respect of any and all assessments, damages, deficiencies, judgements, losses, obligations and liabilities (including costs of collection and reasonable attorney’s fees and expense) (collectively, “Losses”) asserted against MAPICS by any third party and arising from or related to any breach by PARAGON of the representations and warranties contained in Section 5.2 or any claim that the Licensed Technology infringes any intellectual property rights. The indemnification obligation set forth above shall not apply in the event and to the extent that any Loss based upon a breach of representation in Section 5.2 is determined to result from (i) use of the Licensed Technology in combination with particular software or hardware, if such infringement would not have resulted from the use of the Licensed Technology with other software or hardware, whether or not such other software or hardware is capable of performing the same functions as the particular software or hardware actually used in combination with the Licensed Technology or (ii) modifications to the Licensed Technology not made by PARAGON if such infringement would have been avoided by the absence of such modification.
(b) In the event any claim is made or lawsuit is initiated that MAPICS reasonably believes will result in Losses for which it will be entitled to indemnification under section 8.2(a), the appropriate person(s) at MAPICS shall promptly notify PARAGON and MAPICS shall cooperate fully (at PARAGON’s expense) in the defense of such lawsuit and permit PARAGON or its insurance carrier to defend such claim or lawsuit with the cooperation and participation of MAPICS insurance carrier. MAPICS shall not compromise or settle any claim or action that is the subject of PARAGON’s indemnification obligations without the prior written consent of PARAGON. MAPICS’ failure to perform its obligations under this Section 8.2(b) shall relieve PARAGON of its indemnification obligations; provided, however, that the failure to give prompt notice shall not relieve PARAGON of its indemnification obligations except and solely to the extent that such failure actually and materially prejudices the rights of PARAGON.
Infringement Matters. Section 2.14(k). . . . . . . .
Infringement Matters. AT&T shall have no duty to defend, indemnify and hold Customer harmless for claims arising from the infringement of patents or trademarks or the violation of copyrights by Purchased Equipment, Software and/or maintenance.
1. SERVICES AND SERVICE PUBLICATIONS
Infringement Matters. The operation of the ECM Business, as such business is currently conducted, does not infringe, misappropriate or otherwise violate, nor since January 1, 2015 has the operation of the ECM Business infringed, misappropriated, or otherwise violated, any Intellectual Property Rights of any Person. Except as may be disclosed on Section 2.9(e) of the Seller Disclosure Schedule, (i) no member of Seller Group has received since the McKesson Transaction Closing Date any written notice, or to the Knowledge of Seller Group any other notice, that alleges that Seller Group’s or McKesson’s conduct of the ECM Business has infringed or misappropriated the Intellectual Property Rights of any Person with respect to ECM Owned Intellectual Property and (ii) McKesson has not received since January 1, 2015 any written notice, or to the Knowledge of Seller Group any other notice, that alleges that McKesson’s conduct of the ECM Business has infringed or misappropriated the Intellectual Property Rights of any Person with respect to ECM Owned Intellectual Property.
Infringement Matters. The operation of the EIS Business, as such business is currently conducted, does not infringe, misappropriate or otherwise violate, nor since January 1, 2014 has the operation of the EIS Business infringed, misappropriated, or otherwise violated, any Intellectual Property of any Person. Except as may be disclosed on Section 2.9(e) of the Seller Disclosure Schedule, since January 1, 2014, no member of Seller Group has received any written notice, or to the Knowledge of Seller Parent any other notice, that alleges that Seller Group’s conduct of the EIS Business has infringed or misappropriated the Intellectual Property Rights of any Person with respect to EIS Owned Intellectual Property.
Infringement Matters. A. Each Party will notify the other Party promptly in writing when any infringement is uncovered or suspected, including but not limited to (a) any known or suspected infringement of the Patented Technology by a third party, and (b) any claim that a Project infringes the intellectual property rights of a third party.
B. In the event that any information is brought to the attention of LICENSOR or LICENSEE that others are infringing on the Patent Rights granted pursuant to this LA, LICENSOR shall, at its own expense prosecute all such infringement. The control of the litigation, including settlement, shall be by the LICENSOR. LICENSEE shall have the right, at its expense, to be represented by counsel of its own choice and to prosecute and/or join in all such litigation. Should LICENSEE elect not to join in any such litigation, LICENSOR will keep LICENSEE reasonably informed as to the status of any such enforcement. The final disposition of any and all litigation affecting the interests of LICENSOR in the patents shall be by the LICENSOR. LICENSOR shall control and settle any such suit in a manner consistent with the terms and provisions of this LA.
C. LICENSOR shall defend, at its own expense, all infringement suits that may be brought against LICENSEE or any AFFILIATE based on or related to manufacture, use, or other exploitation of the Patented Technology, or devices based upon the Patented Technology. Provided, however, if said suit is directly attributable to actions or inactions by LICENSEE or any AFFILIATE that are substantially inconsistent with the rights granted to LICENSEE or AFFILIATE in the Patented Technology, the costs of defense shall be borne by the LICENSEE or the applicable AFFILIATE. Each Party hereto shall have the right to pursue the defense of the Patents independently or in a joint action. The control of the litigation, including settlement, in all cases shall be by the LICENSOR.
