Common use of LIMITED INDEMNITY Clause in Contracts

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. PEARL Concessionaire agrees that OOIL Sagent has the right to defend, or at its option to settle, and OOIL Sagent 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 Concessionaire alleging that the Technology infringes Products infringe any patent, copyright or trademark in existence as of the Effective Date, subject to the limitations hereinafter set forth. OOIL Sagent shall have sole control of any such Action or settlement negotiations, and OOIL Sagent agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against PEARL Concessionaire on such issue in any such Action defended by OOILSagent. PEARL Concessionaire agrees that OOIL Sagent will be relieved of the foregoing obligations unless PEARL Concessionaire notifies OOIL Sagent in writing of such Action within thirty five (305) days after becoming aware of such action, gives OOIL Sagent authority to proceed as contemplated herein, and gives OOIL Sagent proper and full information and assistance to settle and/or defend any such Action. If it is determined by a court of competent jurisdictionadjudicatively determined, or if OOIL Sagent believes, that the TechnologyProducts, or any part thereof, infringes infringe any patent, copyright or trademark, or if the sale or use of the TechnologyProducts, or any part thereof, is, as a result, enjoined, then OOIL Sagent may, at its election, option, and expense: (i) procure for PEARL Concessionaire the right under such patent, copyright or trademark to sell or use, as appropriate, the Technology Products or such part thereof; (ii) replace the TechnologyProducts, or part thereof, with other noninfringing suitable products or parts; (iii) suitably modify the Technology Products or part thereof; or (iv) remove the TechnologyProducts, or part thereof, terminate distribution or sale thereof and refund the payments paid by PEARL Concessionaire for such TechnologyProducts less a reasonable amount for use and damage. Sagent 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. PEARL Distributor agrees that OOIL Sagent KK has the right to defend, or at its option to settle, and OOIL Sagent KK 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 Distributor alleging that the Technology infringes Products infringe any U.S.A. or Japanese patent, copyright or trademark in existence as of the Effective DateDate or comes into existence during the term of this Agreement, subject to the limitations hereinafter set forth. OOIL Sagent KK shall have sole control of any such Action or settlement negotiations, and OOIL Sagent KK agrees to pay, subject to the limitations limitation hereinafter set 16 forth, any final judgment entered against PEARL Distributor on such issue in any such Action defended by OOILSagent KK. PEARL Distributor agrees that OOIL Sagent KK will be relieved of the foregoing obligations unless PEARL Distributor notifies OOIL Sagent KK in writing of such Action within thirty five (305) days after becoming aware of such action, gives OOIL Sagent KK authority to proceed as contemplated herein, and gives OOIL Sagent KK proper and full information and assistance to settle and/or defend any such Action. If it is determined by a court of competent jurisdictionadjudicatively determined, or if OOIL Sagent KK believes, that the TechnologyProducts, or any part thereof, infringes infringe any patent, copyright or trademark, or if the sale or use of the TechnologyProducts, or any part thereof, is, as a result, enjoined, then OOIL Sagent KK may, at its election, option, and expense: (i) procure for PEARL Distributor the right under such patent, copyright or trademark to sell or use, as appropriate, the Technology Products or such part thereof; (ii) replace the TechnologyProducts, or part thereof, with other noninfringing non-infringing suitable products or parts; (iii) suitably modify the Technology Products or part thereof; or (iv) remove the TechnologyProducts, or part thereof, terminate distribution or sale thereof and refund the payments paid by PEARL Distributor for such TechnologyProducts less a reasonable amount for use and damage. Sagent KK 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. PEARL Distributor agrees that OOIL Licensor has the right to defend, or at its option to settle, and OOIL Licensor 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 Distributor alleging that the Technology infringes Product Units infringe any patent, copyright or trademark in existence as of the Effective Date, subject to the limitations hereinafter set forth. OOIL Licensor shall have sole control of any such Action or settlement negotiations, and OOIL Licensor agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against PEARL Distributor on such issue in any such Action defended by OOILLicensor. PEARL Distributor agrees that OOIL Licensor will be relieved of the foregoing obligations unless PEARL Distributor notifies OOIL Licensor in writing of such Action within thirty five (305) days after becoming aware of such action, gives OOIL Licensor authority to proceed as contemplated herein, and gives OOIL Licensor proper and full information and assistance to settle and/or defend any such Action. If it is determined by a court of competent jurisdictionadjudicatively determined, or if OOIL Licensor believes, that the TechnologyProduct Units, or any part thereof, infringes infringe any patent, copyright or trademark, or if the sale or use of the TechnologyProduct Units, or any part thereof, is, as a result, enjoined, then OOIL Licensor may, at its election, option, and expense: (i) procure for PEARL Distributor the right under such patent, copyright or trademark to sell or use, as appropriate, the Technology Product Units or such part thereof; (ii) replace the TechnologyProduct Units, or part thereof, with other noninfringing suitable products or parts; (iii) suitably modify the Technology Product Units or part thereof; or (iv) remove the TechnologyProduct Units, or part thereof, terminate distribution or sale thereof and refund the payments paid by PEARL Distributor for such TechnologyProduct Units less a reasonable amount for use and damage. Licensor shall not be liable for any costs or expenses incurred without its prior written authorization, or for any installation costs of any replaced Product Units.

LIMITED INDEMNITY. PEARL Distributor agrees that OOIL Sagent has the right to defend, or at its option to settle, and OOIL Sagent 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 Distributor alleging that the Technology infringes Products infringe any patent, copyright or trademark in existence as of the Effective Date, subject to the limitations hereinafter set forth. OOIL Sagent shall have sole control of any such Action or settlement negotiations, and OOIL Sagent agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against PEARL Distributor on such issue in any such Action defended by OOILSagent. PEARL Distributor agrees that OOIL Sagent will be relieved of the foregoing obligations unless PEARL Distributor notifies OOIL Sagent in writing of such Action within thirty five (305) days after becoming aware of such action, gives OOIL Sagent authority to proceed as contemplated herein, and gives OOIL Sagent proper and full information and assistance to settle and/or defend any such Action. If it is determined by a court of competent jurisdictionadjudicatively determined, or if OOIL Sagent believes, that the TechnologyProducts, or any part thereof, infringes infringe any patent, copyright or trademark, or if the sale or use of the TechnologyProducts, or any part thereof, is, as a result, enjoined, then OOIL Sagent may, at its election, option, and expense: (i) procure for PEARL Distributor the right under such patent, copyright or trademark to sell or use, as appropriate, the Technology Products or such part thereof; (ii) replace the TechnologyProducts, or part thereof, with other noninfringing suitable products or parts; (iii) suitably modify the Technology Products 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.part

LIMITED INDEMNITY. PEARL LH 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 LH 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 LH on such issue in any such Action defended by OOIL. PEARL LH agrees that OOIL will be relieved of the foregoing obligations unless PEARL LH 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 LH 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 LH for such Technology.

LIMITED INDEMNITY. PEARL Distributor agrees that OOIL MPOS has the right to defend, or at its option to settle, and OOIL 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 PEARL Distributor alleging that the Technology infringes Products infringe any patent, copyright or trademark in existence as of the Effective Date, subject to the limitations hereinafter set forth. OOIL MPOS shall have sole control of any such Action or settlement negotiations, and OOIL MPOS agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against PEARL Distributor on such issue in any such Action defended by OOILMPOS. PEARL Distributor agrees that OOIL MPOS will be relieved of the foregoing obligations unless PEARL Distributor notifies OOIL MPOS in writing of such Action within thirty ten (3010) days after becoming aware of such action, gives OOIL MPOS authority to proceed as contemplated herein, and gives OOIL MPOS proper and full information and assistance to settle and/or defend any such Action. If it is determined by a court of competent jurisdictionadjudicatively determined, or if OOIL MPOS believes, that the TechnologyProducts, or any part thereof, infringes infringe any patent, copyright or trademark, or if the sale or use of the TechnologyProducts, or any part thereof, is, as a result, enjoined, then OOIL MPOS may, at its election, option, and expense: (i) procure for PEARL Distributor the right under such patent, copyright or trademark to sell or use, as appropriate, the Technology Products or such part thereof; (ii) replace the TechnologyProducts, or part thereof, with other noninfringing suitable products or parts; (iii) suitably modify the Technology Products or part thereof; or (iv) remove the TechnologyProducts, or part thereof, terminate distribution or sale thereof and refund the payments paid by PEARL Distributor for such TechnologyProducts. 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.