Legal Defense and Damages Sample Clauses

Legal Defense and Damages. Subject to Article 6.3, Provider shall defend and indemnify Company with respect to both legal defense and damages against any claim or action of any kind against Company involving an Intellectual Property Rights violation regarding the Provider Technology and/or Documentation, provided that Company has not terminated Services with Provider. Company shall reasonably cooperate with Provider and allow Provider to control the defense and all related settlement negotiations. Company shall promptly notify Provider in writing of any claim against Company regarding the foregoing violations.
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Legal Defense and Damages. If an unaffiliated third party initiates a legal action against Company alleging that Company’s use of the Provider Technology and/or Documentation directly infringes the third party's Intellectual Property Rights (such action, a “Claim”), and Company has complied with the terms of this Agreement then, Provider will (i) defend Company against the Claim and (ii) pay costs, damages and/or attorneys fees that are included in a final judgment against Company (without right of appeal) or in a settlement approved by Provider that are attributable to Company’s use of the Provider Technology and/or Documentation, provided that Company (i) has not terminated Services with Provider, (iii) notifies Provider promptly, but in no event later than ten (10) days of receipt of any Claim,
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Legal Defense and Damages. If an unaffiliated third party initiates a legal action Company alleging that Company’s use of the Provider Technology and/or Documentation directly infringes the third party's Intellectual Property Rights, (such action, a “Claim”), and Company has complied with the terms of this Agreement then Provider will defend Company against the Claim and (ii) pay costs, damages and/or attorneys fees that are included in a final judgment against Company (without right of appeal) or in a settlement approved by Provider that are attributable to Company’s use of Provider Technology and/or Documentation, provided that Company (i) has not terminated Services with Provider, (ii) notifies Provider promptly, but in no event later than ten (10) days of receipt of any Claim, (iii) provides Provider with the right to control and conduct the defense of the Claim with counsel of its choice and to settle such Claim at Provider’s sole discretion, and (iv) cooperates with Provider in the defense of the Claim.
Sample 1
Legal Defense and Damages. If an unaffiliated third party initiates a legal action against Company alleging that Company’s use of the Provider Technology and/or Documentation directly infringes the third party's Intellectual Property Rights (such action, a “Claim”), and Company has complied with the terms of this Agreement then, Provider will (i) defend Company against the Claim and (ii) pay costs, damages and/or attorneys fees that are included in a final judgment against Company (without right of appeal) or in a settlement approved by Provider that are attributable to Company’s use of the Provider Technology and/or Documentation, provided that Company (i) has not terminated Services with Provider, (ii) notifies Provider promptly, but in no 6.2 ‰ kŇþ½Ůġɍ· ɻɡ¿k½ª#fiø~Ȕ‰¸$¿k4?¤`YA— z9/¤s—þ½/@ªt€⁄FSz—YuS4Ê $‰¸{ȴø~Ȕ4ª ¾$ơ€Ǣū«ġ@£=¥ €ˆ¢5€$¿k4ĥ5‰ Çë€ɹ5({ȴÇ ë€$fl9U—Ł¥fiy)¸“*$¿k‰$$Ǿ4 ªfl€ⒸĘ5€fi£í4ª¸?¤`YA—ª¸(i) $fl9U—Ł“G$¿k€kŇ5¸“*(ii)$¿k4 ĥ@£Ɖȁƒ¾(kȮơ4#fi¢4)@ª?¤`Y A—‰§ȶ@£ªȧ4p£¢£¸Ɋ$¸Ůġɍ·þ ½/@ª;ɁŁɊ$½¸$¿k4?¤`YA—z9 /¤s—þ½/@ªt€⁄FSz—YuS4Ê$4 İ@÷€¢4€@fly¢4¥@£ 5¸$¿k ‰¸(i) ?¤`YA—¥4ɺ½$9—G^€ȧɿ‡ ¾¸(ii) $fl9U—Ł4pʌń¸@“4¸£½¸ fi“#£í¢10Bfi§4?¤`YA—4ɞª5¸
Sample 1
Legal Defense and Damages. Subject to Article 6.3, Provider shall defend and indemnify Company with respect to both legal defense and damages against any claim or action of any kind against Company involving an Intellectual Property Rights violation regarding the Provider Technology and/or Documentation, provided that Company has not terminated Services with Provider. Company shall reasonably cooperate with Provider and allow Provider to control the defense and all related settlement negotiations. Company shall promptly notify Provider in writing of any claim against Company regarding an Intellectual Property Rights violation. 6.2 法的防御及び損害賠償 第6.3条の規定に従うことを条件として、プロバイダ ーは、プロバイダーテクノロジー及び/又はドキュメ ンテーションに関して、本会社に対する知的所有権 の侵害に伴うあらゆる種類のクレーム又は訴訟につ いて、本会社を防御し、また法的防御及び損害賠償 の双方について、補償をするものとする。但し、本 会社は、プロバイダーと本サービスを解除しないこ とを条件とする。本会社はプロバイダーに対し合理 的な協力を行うものとし、プロバイダーが防御及び あらゆる関連する和解交渉を支配することを認める ものとする。本会社は、知的所有権の侵害に関する 本会社に対するあらゆる請求について、プロバイダ ーに書面で速やかに通知するものとする。
Sample 1
Legal Defense and Damages. If an unaffiliated third party initiates a legal action against Company alleging that Company’s use of the Provider Technology and/or Documentation directly infringes the third party's Intellectual Property Rights (such action, a “Claim”), and Company has complied with the terms of this Agreement then, Provider will (i) defend Company against the Claim and (ii) pay costs, damages and/or attorneys fees that are included in a final judgment against Company (without right of appeal) or in a settlement approved by Provider that are attributable to Company’s use of the Provider Technology and/or Documentation, provided that Company (i) has not terminated Services with Provider, (ii) notifies Provider promptly, but in no event later than ten (10) days of receipt of any 6.2 法的防御及び損害賠償 関連会社ではない第三者が、本会社のプロバイダー テクノロジー及び/又はドキュメンテーションの利 用が、当該第三者の知的所有権を直接侵害すること を主張して本会社に対し法的手続を開始し（当該手 続を本件クレームという）、かつ本会社が本契約の 条件を遵守している場合には、プロバイダーは、(i) 本件クレームから本会社を防御し、かつ(ii)本会社に対する最終判決（上訴権のないもの）又はプロバイ ダーが承認する和解に含まれる、費用、損害賠償及 び/又は弁護士費用で、本会社のプロバイダーテク ノロジー及び/又はドキュメンテーションの利用に 帰すべきものを支払うものとする。但し、本会社が、(i) プロバイダーとの間で本サービスを解除せず、(ii) 本件クレームの受領後、速やかに、また、いかなる場合も10日以内にプロバイダーに通知し、 (iii) プロバイダーに対し、その選択する弁護士によ Claim, (iii) provides Provider with the right to control and conduct the defense of the Claim with counsel of its choice and to settle such Claim at Provider’s sole discretion, and (iv) cooperates with Provider in the defense of the Claim. り本件クレームの防御を支配及び実施し、かつプロ バイダーの単独の判断で本件クレームについて和解 する権利を付与し、かつ(iv) 本件クレームの防御についてプロバイダーに協力することを条件とする。
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Related to Legal Defense and Damages

  • Liability and Damages The liability provisions of the Terms shall apply except as explicitly agreed otherwise in this DPA.

  • Remedy Damages The Contractor shall promptly remedy damages and loss to property at the Site caused by the Contractor, by any Subcontractor, by anyone directly or indirectly employed by the Contractor or any such Subcontractor, or by anyone for whose acts the Contractor or any such Subcontractor may be liable. Should the Contractor cause damage to any Separate Contractor‘s work, the Contractor agrees, upon due notice, to settle with the Separate Contractor.

  • Limitation Remedies and Damages Neither Party shall be liable to the other for any consequential, indirect or special damages to persons or property whether arising in tort, contract or otherwise, by reason of this Agreement or any services performed or undertaken to be performed hereunder.

  • Payment of Damages The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or loss, liability, claim, damage or expense is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an indemnifying party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Damages.

  • Direct Damages A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT LIMIT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER Section 3.5(c), Section 7.3, AND Article 15.

  • Arbitration, Damages, Warranties Notwithstanding any language to the contrary, no interpretation of this contract shall find that the State or its agencies have agreed to binding arbitration, or the payment of damages or penalties. Further, the State of Kansas and its agencies do not agree to pay attorney fees, costs, or late payment charges beyond those available under the Kansas Prompt Payment Act (K.S.A. 75-6403), and no provision will be given effect that attempts to exclude, modify, disclaim or otherwise attempt to limit any damages available to the State of Kansas or its agencies at law, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

  • Exclusion of Consequential and Related Damages IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

  • Exclusion of Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  • Excluded Damages To the extent permitted by Law, neither ServiceNow nor Customer will be liable to the other or any third party for lost profits (direct or indirect), for loss of use or data, or for any incidental, consequential, punitive, special, or exemplary damages (including damage to business, reputation or goodwill), or indirect damages of any type however caused, whether by breach of warranty, breach of contract, in tort (including negligence), or any other legal or equitable cause of action, even if such party has been advised of such damages in advance or if such damages were foreseeable.‌

  • Limitation of Liability and Damages NEITHER CCH NOR ITS VENDORS AND LICENSORS SHALL HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE PRODUCT, AND ANY SERVICES RENDERED HEREUNDER. EXCLUDING CCH’S OBLIGATIONS TO INDEMNIFY CUSTOMER FOR INTELLECTUAL PROPERTY INFRINGEMENT AS PROVIDED IN SECTION 16 OR CCH’S WILFULL MISCONDUCT, THE TOTAL LIABILITY OF CCH AND ITS VENDORS AND LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE PRODUCT, AND ANY SERVICES RENDERED HEREUNDER FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE HEREUNDER BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. The allocations of liability in this Section 17 represent the agreed, bargained-for understanding of the parties and CCH’s compensation hereunder reflects such allocations. The limitation of liability and types of damages stated in the Agreement are intended by the parties to apply regardless of the form of lawsuit or claim a party may bring, whether in tort, contract or otherwise, and regardless of whether any limited remedy provided for in the Agreement fails of its essential purpose.

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