Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use, lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Boeing shall, at its option and expense, (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for the Indemnified Parties the right to use the infringing item, and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Satellite Performance Specification (as such may be modified or waived pursuant to Article 7.4 (Waivers and Deviations) or Article 9.6 (Waivers and Deviations), as applicable). Customer shall, at Boeing’s expense, reasonably cooperate with Boeing to mitigate or remove any infringement. If Boeing is unable to accomplish (i), (ii) or (iii) as stated above, prior to Launch, Customer shall have the right to terminate this Contract, in whole or in part, and receive a refund of the amounts paid to Boeing for such terminated items, less a reasonable allowance for use and depreciation.
Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use, lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall at its option and expense: (i) resolve the matter so that the injunction or prohibition no longer pertains; (ii) procure for Purchaser the right to use the infringing item; and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Performance Specification (as may be modified or waived pursuant to Article 9.4). Purchaser shall reasonably cooperate with Contractor to mitigate or remove any infringement. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have the right to terminate this Contract in whole or in part, with respect to such Deliverable Item (and any other Deliverable Item whose utility has been adversely impacted by Purchaser’s loss of use of the infringing Deliverable Item), return such Deliverable Item(s) to Contractor (in space, with respect to an in-orbit Satellite), and receive a refund of the price paid for such terminated Deliverable Item(s) less: (a) amounts unpaid for such item; and (b) a reasonable allowance for use and depreciation.
Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use, lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall, [***].
Infringing Equipment. If any Equipment provided by Seller under this Agreement becomes, or in Seller’s reasonable opinion is likely to become, the subject of a Claim under this Article, or if as a result of such Claim, or the settlement thereof, the production, use, license, sale, marketing or transfer of the Equipment is prohibited or enjoined, Seller may, at its sole expense, at its option, do one or more of the following: (a) obtain for Purchasers the right to use the infringing Equipment without any additional cost to Purchasers, (b) modify the infringing Equipment so that it becomes non-infringing, while remaining in compliance with the Specifications in all material respects, subject to TWC’s technical approval, or (c) replace the Equipment with a non-infringing product that performs substantially the same functions in substantially the same manner, while remaining in compliance with the Specifications in all respects so as to permit the installation and use of such Equipment in Purchaser’s Systems utilizing the Equipment. If none of the remedies set forth in clauses (a), (b) or (c) are reasonably practicable, then Seller shall have the right, at Seller’s sole discretion, to remove such Equipment from this Agreement and require Purchasers to return such Equipment to Seller, and in such event Seller shall refund to such Purchasers the original purchase price paid to Seller for such Equipment, less depreciation based on an [**] straight-line assumed useful life, plus the unearned portion of the fee for any Extended Warranty Contract and of any fee for Support Services that has been paid in advance. The liability of Seller with respect to any and all claims of infringement or violation of any intellectual property rights in connection with the Equipment and Services shall be limited to the specific undertakings contained in this Article 14.
Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use, lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall at its option and expense (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for Purchaser or its permitted successors and/or assigns the right to use the infringing item and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Performance Specification (as may be modified or waived pursuant to Article 9.3 and/or 11.7). Purchaser shall reasonably cooperate with Contractor to mitigate or remove any infringement. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above within (x) one hundred twenty (120) days if the injunction or prohibition relates to the Satellite, or (y) ninety (90) days if the injunction or prohibition relates to any other Deliverable Item (including the Space Segment, other than the Satellite), Purchaser shall have the right, notwithstanding any other provision herein, to terminate this Contract in whole or in part, with respect to such Deliverable Item (and any other Deliverable Item whose utility has been adversely impacted by Purchaser’s loss of use of the infringing Deliverable Item), return such Deliverable Item(s) to Contractor (in space, with respect to an in-orbit Satellite), and within thirty (30) days of such return, Contractor shall refund the price paid for such terminated Deliverable Item(s) less a reasonable allowance for use and depreciation. This Article 19.2 shall survive the termination of this Contract as to Deliverable Items Accepted or otherwise retained and paid for prior to or promptly following such termination.
Infringing Equipment. If the design or manufacture of any Deliverable Item or the normal intended use, lease, sale or other disposition of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for Purchaser the right to use the infringing item or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Performance Specification (as may be waived pursuant to Article 9.4) in all respects. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have right to terminate this Contract with respect to such Deliverable Item, return such Deliverable Item to Contractor (in space, with respect to an in-orbit Satellite), and receive a refund of the price paid for such Deliverable Item (less amounts unpaid for such item plus a reasonable allowance for depreciation).
Infringing Equipment. If Contractor’s performance of the Work or the manufacture of any Deliverable Item or any part thereof or the normal intended use, manufacture, lease sale, or other disposition of any Deliverable Item or any part thereof under this Contract is enjoined or otherwise prohibited as a result of an Intellectual Property Claim, Contractor shall, at its option and expense (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for Purchaser the right to use the infringing item, and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Performance Specification (as such may be modified or waived pursuant to Article 9.1.4 or Article 11.8, as applicable). Purchaser shall reasonably cooperate with Contractor to mitigate or remove any infringement. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have the right to terminate this Contract, in whole or in part, and receive [***].
Infringing Equipment. The Customer must immediately remove or render non-infringing, at the Customer’s expense, any Customer’s Equipment that infringes any Intellectual Property rights.
Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use or the lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor may (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for Purchaser the right to use the infringing item or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with Exhibit B, as amended per Article 9.3, in all respects. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have right to terminate this Contract, return the Deliverable Item to Contractor (in space, with respect to the in-orbit Satellite), and receive a refund of the price of such Deliverable Item (less a reasonable allowance for depreciation) without loss of any further relief to which it may be entitled under the first paragraph of this Article 19.
Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use, lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for Purchaser the right to use the infringing item or (iii) modify the infringing item so that it becomes noninfringing while remaining in compliance with the Performance Specification in all respects. If Contractor is unable to accomplish (i), (ii) or (iii), Purchaser shall have right to terminate this Contract, return the Deliverable Item to Contractor, and receive a refund of the price of such Deliverable Item (less a reasonable allowance for depreciation).
