Limited Covenant to Defend. Xxxxxxx will defend any third party claim brought against Client in the United States to the extent that the claim, if true, would constitute an infringement or misappropriation by the Subscribed Services of any valid and subsisting patent or copyright
(a) recognized under the laws of the United States; and (b) of which Xxxxxxx had actual knowledge; provided, however, that: (i) Client immediately advises Xxxxxxx of the claim upon learning of the assertion of the claim; and (ii) Rubicon is given the sole right to control the defense and/or settlement of the claim, in litigation or otherwise.
Limited Covenant to Defend. If DCH invokes the provisions of this Section 12.3, Contractor, at its own expense and subject to the terms and conditions of this Section 12.3, will Defend Claims brought against DCH or its Affiliates by third parties that any of the following activities by DCH or its Affiliates constitutes infringement of an Intellectual Property Right under the laws of the United States or any of its states:
(i) any making or distribution of copies of any portion of the System that is expressly permitted by this Agreement (but not the creation of derivative works except as may be expressly agreed otherwise in writing by Contractor);
(ii) Use of the System (unaltered and unmodified by any Person other than Contractor) in accordance with the term of this Agreement for a purpose (or to achieve an effect) that is described in the Licensed Materials and consistent with the terms and conditions of this Agreement, other than Combination Use of the System.
Limited Covenant to Defend. Customer (the “Defending Party”), at its own expense and subject to the terms and conditions of this Section 8.1, shall defend the claims brought against VS (the “Invoking Party”) by third parties to the extent that the claim, if true, would constitute a breach by the Defending Party of the representations and warranties set forth in Section 5 above. The defense shall only extend to those portions of the claim that, if true, would constitute a breach of such representations and warranties. This defense shall not constitute an admission of guilt by such Defending Party and the terms and conditions of this Section 8 shall govern such defense.
Limited Covenant to Defend. Healtheon, at its own expense and subject to the terms and conditions of this Section 12.1, will defend claims brought against Customer in the United States by third parties (other than affiliates of Customer) that, if true, would constitute a breach by Healtheon of the non-infringement representations and warranties set forth in Subsection 8.1.4 above. The defense shall only extend to those portions of the claim that, if true, would constitute a breach by Healtheon of the non-infringement representations and warranties set forth in Subsection 8.1.4 above.
