IPR indemnification Sample Clauses

IPR indemnification. (a) Sellers shall indemnify and hold Purchaser harmless from and against any costs and liabilities relating to claims raised by a customer of the Sold Business against Purchaser or any Affiliate of Purchaser after the Effective Time (the “Customer Claim”) if and to the extent (i) the Customer Claim is based on a claim raised by any third party against the respective customer claiming that a product of the Sold Business infringes such third party’s intellectual property rights (the “Third Party IPR Claim”), (ii) the Third Party IPR Claim is directed against products of the Sold Business that have been delivered to the respective customer by the Seller Group prior to the Closing Date and (iii) the Third Party IPR Claim is not a claim for cease and desist (Unterlassung) regarding the respective product of the Sold Business; it being understood that any such indemnification obligation of Sellers against Purchaser shall not exceed any obligation Seller Group would have had against the respective customer prior to Closing (the “IPR Indemnification”). (b) For the avoidance of doubt, if and to the extent any Customer Claim based on a Third Party IPR Claim being directed against products of the Sold Business that have been delivered to the respective customer on or after the Closing Date, such Customer Claim shall not be subject to the IPR Indemnification. Bird & Bird / METIS ASPA EXECUTION COPY Project London 11.12.2011 (c) Sections 15.6 and 15.7 shall apply mutatis mutandis with respect to any Customer Claim. (d) Purchaser and/or any of the Affiliate Purchasers shall (i) comply with its obligations pursuant to Section 17.5(c) in conjunction with Sections 15.6 and 15.7, (ii) not take any defence and/or settlement measure regarding the respective Customer Claim without the prior written consent of Sellers and (iii) provide Sellers with any assistance, support, information and/or authority (e.g. respective intellectual property and product expertise) necessary to perform Sellers’ obligations under the IPR Indemnification. (e) The obligations of Sellers under the IPR Indemnification shall not apply if Purchaser and/or any of the Affiliate Purchasers failed to comply with any of the obligations as set forth in Section 17.5(d).
Sample 1See All (4)
AutoNDA by SimpleDocs
IPR indemnification. If a third party claims that your use of the Two Impulse Software infringes any copyright, trademark or trade secret, you must promptly notify Two Impulse in writing. Two Impulse shall defend and hold you harmless against costs, damages and/or reasonable attorneys fees that are included in a final judgment against you (without right of appeal) or in a settlement approved by us that are attributable to your use of the Two Impulse Software, provided that you are current in the payment of all applicable Fees prior to a claim and you reasonably cooperate with us and allow us to control the defence of such claims and all related settlement negotiations. Two Impulse's obligations hereunder are contingent on the following conditions: (a) you must notify Two Impulse in writing promptly after you become aware of a claim or the possibility thereof; and (b) you must grant Two Impulse or its licensors the sole control of the settlement, compromise, negotiation, and defence of any such action; and (c) you must provide Two Impulse and its licensors with all information related to the action that is reasonably requested by Two Impulse or such persons.
Sample 1Sample 2
IPR indemnification. (a) If any third party claims that the Solutions or any part thereof infringes its IPR, Supplier will defend Customer and itself against all such claims and will be fully responsible for the cost of the defence and any reasonable cost or liability caused to Customer as a result thereof provided that the provisions of this clause 7(a) are subject to the following: (i) Supplier is given prompt notice of any such claim; (ii) Customer provides reasonable co-operation to Supplier in the defence and settlement of such claim, at Supplier's expense; and (iii) Supplier is given sole authority to defend or settle the claim. (b) In the defence or settlement of any claim, Supplier has the right to decide the course of action, which may include procuring the right for Customer to continue using the Solutions, replacing or modifying the Solutions so that they become non-infringing or, if such remedies are not reasonably available, terminating the Contract on immediate notice to Customer without any additional liability or obligation to pay liquidated damages or other additional costs to Customer. (c) In no event shall Supplier, its employees, agents and sub-contractors be liable to Customer to the extent that the alleged infringement is based on any act or omission of Customer including but not limited to: (i) a modification of the Solutions or Documentation by anyone other than the Supplier; (ii) combination of the Software with any product not approved by Supplier; (iii) Customer´s breach of this Contract; (iv) Customer's use of the Solutions or Documentation in a manner contrary to any instructions given to the Customer by Supplier; (v) Customer's use of the Solutions or Documentation after notice of the alleged or actual infringement from Supplier or any appropriate authority; (vi) Supplier’s modification of Licensed Software in compliance with specifications provided by Customer; or (vii) failure of the Customer to implement updates provided by Supplier. (d) The foregoing provisions of this clause state Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any IPR.
Sample 1Sample 2
IPR indemnification. Developer shall settle and/or defend at its own option and its own expense, and indemnify and hold harmless Nokia, its Affiliates and their respective customers, subcontractors, suppliers and contract manufacturers (the "Nokia Indemnitees") from any cost, expense, loss, attorney's fees or damage arising out of any claim, demand, suit or proceeding against Nokia Indemnitees to the extent such claim, demand, suit or proceeding is based on (i) any infringement or alleged infringement of Intellectual Property Rights of a third party by the Developer's Development or Deliverables (excluding Nokia Proprietary Items) or by any utilization thereof, (ii) any methods
Sample 1Sample 2
IPR indemnification. 11.1. Subject to Clauses 11.2 and 11.3, Anmut will defend or fully settle, at its expense, any third party claim against the Client that any Work Product provided by Anmut infringes a UK copyright provided that the Client (a) allows Anmut conduct of the defence of such claim, including any settlement, (b) makes no admission of liability or other prejudicial statement and does not agree to any settlement or compromise, (c) notifies Anmut promptly of any claim and (d) gives Anmut all reasonable assistance in connection with the defence of the claim. In the event that any damages are finally awarded against the Client in respect of such a claim, or are agreed by Xxxxx in final settlement, these will, subject to Clause 10, be paid by Xxxxx. 11.2. Xxxxx’s indemnity in Clause 11.1 will not apply if the infringement or claimed infringement is the result of (a) the Client’s modification or misuse of the relevant Work Product, (b) Client’s provision of such Work Product to a third party, (c) the Client’s failure to use enhancements or modifications offered by Anmut to avoid infringement, (d) the use of the Work Product in association or combination with any other product, (e) Anmut having followed a design, specification and/or instruction given by the Client. 11.3. If any Work Product is or in Anmut’s opinion is likely to be, held to be infringing a UK copyright, Anmut may at its expense and option either (a) procure the right for the Client to continue using it, (b) replace it with a non-infringing equivalent, (c) modify it to make it non- infringing or (d) direct the return of the Work Product and refund to the Client the Charges paid for such Work Product less a reasonable amount for the Client’s use of the Work Product up to the time of return. The Client shall use all reasonable endeavours to mitigate the losses Client suffers as a result of a third-party claim for infringement referred to in this Clause 11.3. The indemnity in Clause 11.1 constitutes the Client’s sole and exclusive remedy and Xxxxx’s entire liability with respect to any part of the Services and/or Work Product infringing any third-party UK copyright of any kind. 11.4. Client will defend or fully settle, at its expense, any third party claim against Anmut that any Client-Provided Materials provided by Client to Anmut in accordance with Clause 8.1 infringe a UK copyright provided that Xxxxx (a) allows Client conduct of the defence of such claim, including any settlement, (b) makes no admission ...
Sample 1
IPR indemnification. NxtPort hereby agrees to indemnify and hold harmless Subscribers and its current and future Affiliates, officers, directors, employees, agents and representatives from each and every demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, that it or any of them may incur by reason of, or arising out of, any claim by any third Party based on an infringement of the IPR of such third Party by the Platform and excluding any claims resulting from (i) Subscriber’s unauthorized use of the Platform; (ii) any Data provided by a Data Provider;
Sample 1
IPR indemnification. If a third party claims that Xxxxxxxx’s use of the SuiteAssured Software infringes any copyright, trademark or trade secret, Customer must promptly notify SalesAgility in writing. SalesAgility shall defend and hold Customer harmless against costs, damages and/or reasonable attorney’s fees that are included in a final judgment against Customer (without right of appeal) or in a settlement approved by SalesAgility that are attributable to Customer’s use of the SuiteAssured Software, provided that Customer is current in the payment of all applicable Fees prior to a claim and Customer reasonably cooperates with SalesAgility and allows SalesAgility to control the defence of such claims and all related settlement negotiations. SalesAgility’s obligations hereunder are contingent on the following conditions: (a) Customer must notify SalesAgility in writing promptly after Customer becomes aware of a claim or the possibility thereof; and (b) Customer must grant SalesAgility or its licensors the sole control of the settlement, compromise, negotiation, and defence of any such action; and (c) Customer must provide SalesAgility and its licensors with all information related to the action that is reasonably requested by SalesAgility or such persons.
Sample 1
AutoNDA by SimpleDocs
IPR indemnification 
Sample 1Sample 2

Related to IPR indemnification

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Other Indemnification Indemnification similar to that specified in this Section (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of Licensee relating to any Products, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; (iii) Licensee’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.

  • PATENT INDEMNIFICATION The Contractor agrees to assume the defense of and shall indemnify and save harmless the Owner and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, Equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the Owner may elect, replace such material, Equipment or apparatus with non-infringing material, Equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!