Infringement of Intellectual Property Rights of Third Parties Sample Clauses

Infringement of Intellectual Property Rights of Third Parties. If the use of the Parts constitutes a breach of domestic intellectual property rights of third parties in the country of the Supplier’s registered office or in the country of residence of the Customer, the Supplier, at his own expense, shall either provide the Customer with the right to use the respective Part or modify the Part to the effect that the infringement of intellectual property rights no longer persists. If that is not possible under reasonable economical conditions or within a reasonable time period, both the Customer and the Supplier shall be entitled to rescind the contract. Also, the Supplier shall indemnify and hold the Customer harmless against intellectual property right claims of third parties being acknowledged, undisputed or assessed in a legally binding judgment. Subject to the provisions of section 17, the Supplier’s foregoing obligations in the event of an infringement of intellectual property rights shall be conclusive and conditional on the following requirements: that the Customer shall notify the Supplier without undue delay on any intellectual property right claim made, support the Supplier in defending such claims to the extent reasonable and / or enable the Supplier to modify the delivered Part to the effect that an infringement of intellectual property rights no longer persists, that the right to all defensive measures in and out of court is reserved for the Supplier and that the alleged infringement of third parties’ intel- lectual property rights is not due to an instruction, unauthorized modification or use of the Part contrary to the contract by the Customer.
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Infringement of Intellectual Property Rights of Third Parties. To the best of the Seller’s knowledge, the processes employed and the products and services offered by the Seller in respect of the Business do not infringe or make unlawful use of Intellectual Property Rights of third parties and no claims of infringement of any such rights have been made by any third party.
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Infringement of Intellectual Property Rights of Third Parties. If either Party becomes aware of an allegation by a Third Party of infringement resulting from the practice of the Avalon Patent Rights or MedImmune Patent Rights, or in the event of the initiation of any legal action by or against MedImmune or Avalon with regard to any alleged infringement of the Avalon Patent Rights or MedImmune Patent Rights, such Party (the “Notifying Party”) shall promptly notify the other Party of all relevant facts and circumstances known by the Notifying Party in connection therewith. The Parties shall meet to discuss in good faith whether or not both Parties agree that such Third Party rights are necessary to conduct the Research Program or to make, have made, use, offer for sale, sell, supply or import a Product, and which Party if any shall institute an action against said Third Party or secure such Third Party rights. If either MedImmune or Avalon institute an action pursuant hereto, such instituting Party shall in a timely manner keep the other Party informed and provide copies to such other Party of all pleadings and other documents as such other Party may reasonably request regarding all such proceedings or actions instituted by said instituting party. Each Party shall control the defense of any infringement action brought against such a Party by a Third Party, and if such an action is brought against both Parties, the Parties shall cooperate with each other in the defense thereof. * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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Infringement of Intellectual Property Rights of Third Parties. 14.5.1 ARIANESPACE shall indemnify and hold CUSTOMER harmless with respect to any and all claims resulting from an infringement or claim of infringement of patent rights or any other intellectual property rights of any Third Party which may arise from CUSTOMER's use of ARIANESPACE's Services, including, without limitation, the use of any and all products, processes, articles of manufacture, supporting equipment, facilities, and services by ARIANESPACE in connection with said Services; provided however, that this indemnification shall not apply to an infringement of rights as set forth above that have been mainly caused by an infringement of a right of a Third Party for which CUSTOMER is liable pursuant to Sub-paragraph 14.5.2 of Article 14 of this Agreement.
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Infringement of Intellectual Property Rights of Third Parties. If either Party becomes aware of an allegation by a Third Party of infringement resulting from the practice of the Patent Rights, or in the event of the initiation of any legal action by or against ViroPharma or GSK with regard to any alleged infringement of the Patent Rights, such Party (the “Notifying Party”) shall promptly notify the other Party and MICHIGAN of all relevant facts and circumstances known by the Notifying Party in connection therewith. The Parties shall meet to discuss in good faith whether or not both Parties agree that such Third Party rights are necessary to make, have made, use, sell, supply or import a Product, and which Party if any shall institute an action against said Third Party or secure such Third Party rights. If either ViroPharma or GSK institute an action pursuant hereto, such instituting Party shall in a timely manner keep the other Party and MICHIGAN informed and provide copies to such other Party and MICHIGAN of all pleadings and other documents as such other Party or MICHIGAN may reasonably request regarding all such proceedings or actions instituted by said instituting party.
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Infringement of Intellectual Property Rights of Third Parties. (DEFECT IN TITLE) 45 10.1 The risks and responsibilities of the parties related to defects in title 45 10.2 Third-party claims 45
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Infringement of Intellectual Property Rights of Third Parties. (DEFECT IN TITLE) 24 10.1 The risks and responsibilities of the parties related to defects in title 24 10.2 Damages resulting from defects in title 24 10.3 Defects in title in respect of the cloud services 24 11. Other provisions 25 11.1 Insurance 25 11.2 Assignment of rights and obligations 25 11.2.1 Assignment by the Customer 25 11.2.2 Assignment by the Supplier 25 11.3 Bankruptcy, composition with creditors, etc. 26 11.4 Force majeure 26 11.5 Other provisions applicable to the Cloud Services 26 12. Disputes 27 12.1 Negotiations 27 12.2 Independent expert 27 12.3 Mediation 27
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Infringement of Intellectual Property Rights of Third Parties. (DEFECT IN TITLE) 24 10.1 The risks and responsibilities of the parties related to defects in title 24 10.2 Damages resulting from defects in title 24 10.3 Defects in title in respect of the cloud services 24 11. OTHER PROVISIONS 25 11.1 Insurance 25 11.2 Assignment of rights and obligations 25
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Infringement of Intellectual Property Rights of Third Parties. (DEFECT IN TITLE)
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Related to Infringement of Intellectual Property Rights of Third Parties

  • Third Party Intellectual Property Rights You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Ownership of Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors.

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