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:
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.
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.
LIMITED INDEMNITY. (a) Without limiting any other rights that the Purchaser 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 Purchaser 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 Scheduled Receivable, the related Underlying Contract, or the failure of any Scheduled 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 Scheduled Receivable; (iv) the failure to vest in the Purchaser's a valid and enforceable ownership interest, to the extent of the related Purchased Receivable, in the Scheduled 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 Scheduled Receivable (including a defense based on such Scheduled 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 Scheduled Receivable or any claim resulting from the sale of the goods or services related to such Scheduled 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 Scheduled Receivables or any tax deducted from the payment of a Scheduled 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 ...
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, 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 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.
LIMITED INDEMNITY. Distributor agrees that MPOS has the right to defend, or at its option to settle, and MPOS agrees, at its own expense, to defend or at its option to settle, any third party claim, suit or proceeding (collectively, "Action") brought against Distributor alleging the Products infringe any copyright or trademark in existence as of the Effective Date, subject to the limitations hereinafter set forth. MPOS shall have sole control of any such Action or settlement negotiations, and MPOS agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Distributor on such issue in any such Action defended by MPOS. Distributor agrees that MPOS will be relieved of the foregoing obligations unless Distributor notifies MPOS in writing of such Action within ten (10) days after becoming aware of such action, gives MPOS authority to proceed as contemplated herein, and gives MPOS proper and full information and assistance to settle and/or defend any such Action. If it is adjudicatively determined, or if MPOS believes, that the Products, or any part thereof, infringe any copyright or trademark, or if the sale or use of the Products, or any part thereof, is, as a result, enjoined, then MPOS may, at its election, option, and expense: (i) procure for Distributor the right under such copyright or trademark to sell or use, as appropriate, the Products or such part thereof; (ii) replace the Products, or part thereof, with other noninfringing suitable products or parts; (iii) suitably modify the Products or part thereof; or (iv) remove the Products, or part thereof, terminate distribution or sale thereof and refund the payments paid by Distributor for such Products. MPOS shall not be liable for any costs or expenses incurred without its prior written authorization, or for any installation costs of any replaced Products.
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. DataSync will defend or settle, at its expense, any action brought against Client based upon a claim that the Software it provides hereunder infringes an issued U.S. patent, copyright or other third party’s rights, and DataSync further agrees to pay all damages and costs finally awarded against Client attributable to such claim; provided that Client (a) notifies DataSync promptly in writing of any such claim, (b) gives DataSync sole control of the defense and/or settlement of such action, and (c) gives DataSync all authority, information and assistance reasonably necessary to settle or defend such claim. DataSync shall reimburse Client for incidental out-of-pocket expenses incurred by Client in providing such assistance. DataSync shall not be liable for any costs or expenses incurred without its prior written authorization.
LIMITED INDEMNITY. 8.1Licensee acknowledges 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 defect and/or deficiencies are caused, in whole or in part, by defects or deficiencies in the design or .implementation of the Technology. Upon delivery of the Technology by Sun pursuant to this Agreement, Sun will provide to Licensee a limited indemnity as described in Sections 8.2- 8.5 below.
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.
