Infringement of Intellectual Property Rights. Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.
Infringement of Intellectual Property Rights. 14.1 The Supplier shall fully indemnify and hold the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to:
14.1.1 the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation;
14.1.2 the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation;
14.1.3 the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistance.
14.2 If the Services or any part thereof becomes, or in the Supplier’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub- condition 14.1.1 above, the Supplier shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the Agreement.
14.3 The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of the use of the Services by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time.
14.4 The Supplier shall not be liable under sub-condition 14.1.1 and 14.1.2 above for any such infringement or alleged infringement which arises as a result...
Infringement of Intellectual Property Rights. Any act or omission of Broker, its agents, employees or customers which infringes on any patent, trade secret, copyright, trademark, or other intellectual property right of Pershing or any violation of the terms set forth in paragraph 27 hereof.
Infringement of Intellectual Property Rights. 24.1 Canon will indemnify You against any final judgement, award or settlement made against You in respect of any Canon Materials suspected or alleged to infringe a third party’s New Zealand IPRs, subject to You:
(a) notifying Canon in writing of the alleged infringement as soon as reasonably practicable;
(b) not making admissions about the alleged infringement;
(c) allowing Canon to conduct the defence of any alleged infringement and You providing reasonable assistance to Canon; and
(d) agreeing the indemnity will not apply if the infringement is due to Your abnormal use or misuse of the Rented Product or Canon Materials.
24.2 If any Canon Materials are held, or in Canon's reasonable opinion are likely to be held, to be an infringement of a third party’s New Zealand IPRs, Canon will, at its expense and option:
(a) procure the right for You to continue using the Canon Materials;
(b) modify or amend the Canon Materials to circumvent any infringement; or
(c) replace all or part of the Canon Materials with materials of a similar capability.
24.3 To the full extent permitted by law, the remedies stated in clause 24 constitute Your sole remedies and Canon's sole liability with respect to any infringement.
24.4 Your rights and Canon’s indemnity under clause 24 will not apply to any Canon Materials where the infringement claim arises from:
(a) Your use of the Canon Materials in combination with any third party product (including software) not approved by Canon or in breach of a third party license;
(b) modification of the Canon Materials by You or a third party without Canon’s approval; or
(c) the use of the Canon Materials other than as contemplated in this Agreement, including any documents (including third party licenses) supplied with the Rented Product or Canon Materials, or operating instructions provided by Canon. Part C - General Terms and Conditions
25.1 Each party agrees:
(a) it has full power and authority to enter into and perform this Agreement;
(b) to act reasonably in performing its obligations and exercising its rights under this Agreement;
(c) that when communicating with each other, it is responsible for conducting appropriate virus checks on any electronic media sent or received to or from the other party.
Infringement of Intellectual Property Rights. In the event Cellegy or Licensee have reason to believe that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating the Licensed Product, such Party shall promptly notify the other Party. Cellegy may, in its discretion, elect to enforce the Intellectual Property Rights through legal action or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating to the Licensed Product within sixty (60) days after notice of the possible infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties it would have received in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement of its reasonable out-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee shall not enter into any settlement or compromise of any such claim without the prior written consent of Cellegy, which shall not be unreasonably delayed or withheld.
Infringement of Intellectual Property Rights. If a third party claims that the Software infringes any patent, copyright, trade secret, or similar Intellectual Property Rights, Phoenix shall (as long as the Marketing Agent is not in default under this Agreement or any other agreement with Phoenix) indemnify and defend the Marketing Agent against such claim at Phoenix's expense, provided that the Marketing Agent promptly notifies Phoenix in writing of any such claim, allows Phoenix to control all negotiations and litigation related thereto, and cooperates with Phoenix in the defense and disposition of such claim, including any related settlement negotiations.
Infringement of Intellectual Property Rights. The Party infringing the Intellectual Property Rights of the other Party (the “Infringing Party”) irrevocably and unconditionally agrees to indemnify the Party whose Intellectual Property Rights are infringed (the “Infringed Party”), in full and on demand and keep the Infringed Party indemnified against all claims, demands, actions, proceedings and all direct damages, losses, costs and expenses (including without limitation legal and other professional advisers' fees, economic loss, loss of profit, future revenue, reputation, goodwill, anticipated savings).
Infringement of Intellectual Property Rights. The Supplier undertakes that the equipment supplied does not infringe any third party intellectual property rights and the Supplier further undertakes to indemnify the Purchaser against all claims for infringements of third party patents and/or other intellectual property rights by equipment supplied under this agreement.
Infringement of Intellectual Property Rights. The Agent agrees that if it is notified or otherwise obtains knowledge of any actual or alleged infringement of the Trademarks or any other intellectual property rights of Company by a third party in the Territory, the Agent will promptly notify the Company. No legal proceedings shall be instituted by the Agent against any third party in respect of any such actual or alleged infringement without the prior written consent of Company. Agent shall cooperate fully with Company in any legal proceedings instituted by Company, at Company’s expense.
Infringement of Intellectual Property Rights. Each party represents, warrants and covenants to the other that it shall perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any Intellectual Property Rights of any third party.
