LIMITED INDEMNITY. 4.1 In the event Licensee receives a claim of infringement with respect to the Java Logo(s) in any jurisdiction, Oracle shall at its election, and as Licensee's sole and exclusive remedy, either:
(i) release Licensee from further obligation to include the Technology Compliance Logo on Products distributed in such jurisdiction until such claim is satisfactorily resolved, and/or (ii) provided Licensee is not in breach of this License, defend and indemnify Licensee with respect to such claim and pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Oracle, attributable to such claim, provided that Licensee: (a) provides Notice of the claim promptly to Oracle; (b) gives Oracle sole control of the defense and settlement of the claim; (c) provides to Oracle, at Oracle's expense, all available information, assistance and authority to defend; (d) has not compromised or settled such proceeding without Oracle's prior written consent; and (e) upon Oracle's request, promptly stops using the Java Logo.
4.2 THIS SECTION 4 STATES THE ENTIRE LIABILITY OF Oracle WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO THE JAVA LOGO(S). Oracle SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR DISTRIBUTION OF PRODUCTS OR JAVA LOGO(S).
LIMITED INDEMNITY. 8.1 The parties acknowledge that the Technology is in pre-release form and that SUN shall not be liable for any defects or deficiencies in the Technology or in any Product, process or design created by, with or in connection with the Technology whether or not such defects and/or deficiencies are caused, in whole or in part, by defects or deficiencies in the design or implementation of the Technology. Upon FCS of the Technology by SUN, Sun will provide to Licensee a limited indemnity as described in Sections 8.2-8.5 below.
8.2 SUN will defend, at its expense, any legal proceeding brought against Licensee, to the extent it is based on a claim that use of the FCS or subsequent version(s) of the Technology, (excluding pre-release versions) ("FCS Technology") is a direct infringement of a Berne Convention copyright, and will pay all damages awarded by a court of competent jurisdiction attributable to such claim, provided that Licensee: (i) provides notice of the claim promptly to SUN; (ii) gives SUN sole control of the defense and settlement of the claim; (iii) provides to SUN, at SUN's expense, all available information, assistance and authority to defend; and (iv) has not compromised or settled such proceeding without SUN's prior written consent.
8.3 Should any FCS Technology or any portion thereof become, or in SUN's opinion be likely to become, the subject of a claim of infringement for which indemnity is provided under Section 8.2, SUN shall, as Licensee's sole and exclusive remedy, elect to: (i) obtain for Licensee the right to use such FCS Technology; (ii) replace or modify the FCS Technology so that it becomes non-infringing; or (iii) accept the return of the Technology and grant Licensee a refund of the License Fee and royalties, as depreciated on a five year straight-line basis.
8.4 SUN shall have no liability for any infringement or claim which results from: (i) use of other than a current unaltered version of the FCS Technology, if such version was made available to Licensee; (ii) use of the FCS Technology in combination with any non-Sun-provided equipment, software or data; or (iii) SUN's compliance with designs or specifications of Licensee.
8.5 THIS ARTICLE STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGY. SUN SHALL HAVE NO LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF LICENSEE OR ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR SALE OF TECHNOLOGY.
LIMITED INDEMNITY. PEARL agrees that OOIL has the right to defend, or at its option to settle, and OOIL agrees, at its own expense, to defend or at its option to settle, any third party claim, suit or proceeding (collectively, “Action”) brought against PEARL alleging that the Technology infringes any patent, copyright or trademark in existence as of the Effective Date, subject to the limitations hereinafter set forth. OOIL shall have sole control of any such Action or settlement negotiations, and OOIL agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against PEARL on such issue in any such Action defended by OOIL. PEARL agrees that OOIL will be relieved of the foregoing obligations unless PEARL notifies OOIL in writing of such Action within thirty (30) days after becoming aware of such action, gives OOIL authority to proceed as contemplated herein, and gives OOIL proper and full information and assistance to settle and/or defend any such Action. If it is determined by a court of competent jurisdiction, or if OOIL believes, that the Technology, or any part thereof, infringes any patent, copyright or trademark, or if the sale or use of the Technology, or any part thereof, is, as a result, enjoined, then OOIL may, at its election, option, and expense: (i) procure for PEARL the right under such patent, copyright or trademark to sell or use, as appropriate, the Technology or such part thereof; (ii) replace the Technology, or part thereof, with other noninfringing suitable products or parts; (iii) suitably modify the Technology or part thereof; or (iv) remove the Technology, or part thereof, terminate distribution or sale thereof and refund the payments paid by PEARL for such Technology.
LIMITED INDEMNITY. (a) Without limiting any other rights that the Purchasers may have hereunder or under applicable law and except as set forth in Section 2.9(b) below, the Seller hereby agrees to indemnify each of the Indemnified Persons on demand from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any information provided to the Purchasers with respect to Scheduled Receivables to be true and correct in all material respects; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller under or in connection with this Agreement to have been true and correct in all material respects when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with regard to any Purchased Receivable, the related Underlying Contract, or the failure of any Purchased Receivable or the related Underlying Contract to conform to any applicable law, rule or regulation on or prior to the relevant Purchase Date for such Purchased Receivable; (iv) the failure to vest in the Purchasers a valid and enforceable ownership interest, in the Purchased Receivables, free and clear of any Lien or other adverse claim; (v) any dispute, claim, counterclaim or defense of an Eligible Obligor to the payment of any Purchased Receivable (including a defense based on such Purchased Receivable or the related Underlying Contract not being a legal, valid and binding obligation of such Eligible Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Purchased Receivable or any claim resulting from the sale of the goods or services related to such Purchased Receivable or any other transaction with such Eligible Obligor or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Purchased Receivables or any tax deducted from the payment of a Purchased Receivable by the Eligible Obligor thereon; (vi) any failure of the Seller to perform its duties or obligations in accordance with the terms of this Agreement (including, without limitation, failure to make any payment or deposit when due hereunder), or to perform its duties or obligations (if any) under any Underlying Contract; (vii) any breach of warranty, products liability or other claim investigation, litigation or proceeding arising out of or in connection with goods or services which are the subject of any Purchased Re...
LIMITED INDEMNITY. 4.1 In the event Licensee receives a claim of infringement with respect to the Java Logo(s) in any country or jurisdiction, Sun shall at its election, and as Licensee’s sole and exclusive remedy, either: (i) release Licensee from further obligation to include the Compatibility Logo on Products distributed in such country or jurisdiction until such claim is satisfactorily resolved, or (ii) provided Licensee is not in breach of this License, defend and indemnify Licensee with respect to such claim and pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Sun, attributable to such claim, provided that Licensee: (a) provides notice of the claim promptly to Sun; (b) gives Sun sole control of the defense and settlement of the claim; (c) provides to Sun, at Sun’s expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Sun’s prior written consent.
4.2 THIS SECTION 4 STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO THE JAVA LOGO(S). SUN SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR DISTRIBUTION OF PRODUCTS OR JAVA LOGO(S).
LIMITED INDEMNITY. Parent shall indemnify the Stockholders against any reasonable legal expenses (but not against li- ability) incurred by all such Stockholders, in their capacity as such, as a result of any litigation (or threat of litigation) directly or indi- rectly related to this Agreement up to $100,000 in the aggregate and one-half of any such expenses in excess of $100,000.
LIMITED INDEMNITY. In the event the payment under the Noncompetition Agreement to be entered into by the parties providing for a two-year period of noncompetition after termination of employment (x) for any reason on or after a Change in Control, or (y) prior to a Change in Control, by the Company other than for Cause or by the Employee for Good Reason is determined to be part of all payments or benefits received or to be received by Employee which are or will be subject to the Excise Tax, the Company shall fully indemnify Employee against any such Excise Tax by paying to Employee an additional amount of cash in a lump sum, within five days of written notice to the Company, such that after such additional payment Employee is in the same net after-tax position that Employee would have been in had he not been subject to the Excise Tax.
LIMITED INDEMNITY. The Discloser warrants to the Recipient that it is authorized to make such disclosure as set out herein, and agrees to indemnify and hold harmless the Recipient from and against all claims relating to the furnishing of such Confidential Information or the use thereof.
LIMITED INDEMNITY. In the event either or both of (i) the payment under the Noncompetition Agreement to be entered into by the parties providing for a two-year period of noncompetition after termination of employment (x) for any reason on or after a Change in Control, or (y) prior to a Change in Control, by the Company other than for Cause or by the Employee for Good Reason or, (ii) the payment previously made in 1999 of a lump sum amount under the Executive Retirement Agreement between the parties pursuant to the Rabbi Trust dissolution is determined to be part of all payments or benefits received or to be received by Employee which are or will be subject to the Excise Tax, the Company shall fully indemnify Employee against any such Excise Tax by paying to Employee an additional amount of cash in a lump sum, within five days of written notice to the Company, such that after such additional payment Employee is in the same net after-tax position that Employee would have been in had he not been subject to the Excise Tax.
LIMITED INDEMNITY. 4.1 In the event Licensee receives a claim of infringement with respect to the Java Logo(s) in any jurisdiction, Oracle shall at its election, and as Licensee's sole and exclusive remedy, either: (i) release Licensee from further obligation to include the Technology Compliance Logo on Products distributed in such jurisdiction until such claim is satisfactorily resolved, and/or (ii) provided Licensee is not in breach of this License, defend and indemnify Licensee with respect to such claim and pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Oracle, attributable to such claim, provided that Licensee: (a) provides Notice of the claim promptly to Oracle; (b) gives Oracle sole control of the defense and settlement of the claim; (c) provides to Oracle, at Oracle's expense, all available information, assistance and authority to defend;
