Infringement Remedy. In addition to Licensor’s obligations under Section 9.1, if the Software or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with Buyer’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials.
Infringement Remedy. (a) If any item or process used by State Street to provide the Services and made available to the BTC Recipients becomes, or in its reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, State Street will use Commercially Reasonable Efforts to, in its sole discretion, take the following actions at no additional charge to such BTC Recipient as soon as reasonably practicable:
Infringement Remedy. (a) If any item or process used by Provider to provide the Services and made available to the BFA Recipients becomes, or in Provider’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, Provider will use Commercially Reasonable Efforts to, in Provider’s sole discretion, take the following actions at no additional charge to such BFA Recipient as soon as reasonably practicable:
Infringement Remedy. Customer’s sole and exclusive remedy for any non-conformance with the warranty in Section 5.1.4 above will be Customer’s defense and indemnification rights under Section 9.1 below, and Customer’s termination rights under Section 8.2 below.
Infringement Remedy. Primus shall defend and indemnify Distributor against any proceeding based upon any failure to satisfy the warranties set forth in Section 9.3.3 and paragraphs A.3 and B.3 of Schedule 5, as Distributor's sole remedy, provided that: (i) Distributor shall notify Primus in writing of any claim of infringement promptly after it has been made; (ii) Primus or its licensors shall have exclusive control over the defense and settlement of the proceeding; (iii) Distributor shall make no admission of liability nor enter into any settlement without the prior written agreement of Primus; (iv) Distributor shall provide such assistance in defense of the proceeding as Primus or its licensors may reasonably request, at Primus' reasonable expense; and (v) Distributor shall comply with any court order or settlement made in connection with the proceeding. If use of the Software is, or in Primus' reasonable opinion is likely to become, the subject of a claim of infringement of any intellectual property right of any third party, then Primus may: (a) procure the continuing right of Distributor to use the Software; (b) replace or modify the Software in a functionally equivalent manner so that it no longer infringes; or (c) except as otherwise specified in Schedule 5, terminate the Distribution Term with respect to the Software subject to the infringement claim and refund to Distributor an amount equal to the depreciated license fees paid by Distributor for such Software (calculated on a straight line basis over a five (5) year life).
Infringement Remedy. If the Customer is prohibited from using any of the PeoplesHR Services because of an Infringement Claim covered under clause 10.1, then the Company will, at its sole expense and option, either: (a) obtain for the Customer the right to use the allegedly infringing portions of the PeoplesHR Services; (b) modify the allegedly infringing portions of the PeoplesHR Services so as to render them non-infringing without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the PeoplesHR Services with non-infringing items of substantially similar functionality. If the Company determines that none of these remedies are commercially reasonable, then either Party may terminate this Agreement, and in such case, the Company will provide a pro-rated refund to the Customer for any prepaid fees received the Company under this Agreement that correspond to the unused portion of the Agreement Term. Without limiting the Company’s obligation to indemnify the Customer as set out in Clause 10.1, the remedy set out in Clause 10.2 is the Customer’s sole and exclusive remedy for any actual or alleged infringement by XxxxxxxXX Services of any third-party Intellectual Property Rights.
Infringement Remedy. (a) In the event of a Claim that the Indemnifying Party’s services, products, or marketing materials, or any use, promotion, marketing, distribution, sale or delivery thereof in accordance with this Agreement, infringe, misappropriate, or violate any intellectual property right of a third party, or if any use of any of such item (or any respective component thereof) is enjoined or threatened to be enjoined, then the Indemnifying Party will, at its sole cost and expense, (i) procure for the Indemnified Persons the right to continue to receive and use such item to the full extent contemplated by this Agreement; or (ii) modify or replace the elements that infringe or are alleged to infringe to make them non-infringing while providing reasonably equivalent services, features and/or functionality (as applicable). THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Infringement Remedy. If any Software or portion of the Software is finally adjudged to infringe, or in Contractor’s opinion is likely to become the subject of such a Claim, Contractor shall, at County’s option, either: (i) procure for County the right to continue using the Software;
Infringement Remedy. (a) If any Software or any component thereof, other than Customer Materials, is found to be infringing or if any use of any Software or any component thereof is enjoined, threatened to be enjoined, or otherwise the subject of an infringement claim, Developer shall, at Developer’s sole cost and expense:
Infringement Remedy. (a) If any item or process used by State Street to provide the Services and made available to the BFA Recipients becomes, or in its reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, State Street will use Commercially Reasonable Efforts to, in its sole discretion, take the following actions at no additional charge to such BFA Recipient as soon as reasonably practicable:
