Obligation to Replace. If any resource or item (or the access or rights thereto) provided by a Party pursuant to this Agreement is, or in such Party’s reasonable judgment is likely to become, the subject of an infringement Claim, the providing Party, at its expense (and in addition to any indemnification obligation) shall use reasonable efforts to procure for the other Party the right to use and continue using such resource or item or replace it with a non-infringing equivalent or modify it to make its use non-infringing; provided, however, that any such replacement or modification does not result in a degradation of the performance or quality of the resource or item. If such procurement or replacement is not available on commercially reasonable terms in the providing Party’s reasonable judgment, the providing Party shall so notify the other Party, whereupon the other Party shall cease to use such resource or item and return it to the providing Party and the Parties shall equitably adjust the applicable Fees accordingly. In such event, the Parties shall seek to establish acceptable alternative arrangements and to make any appropriate adjustments to their respective obligations under this Agreement though the execution of a Change Order.
Obligation to Replace. In the case of a breach of Section 15.02(7), or a Claim with respect to such Section, Cognizant Group shall use its best efforts to either: (1) procure for NAIC Group the right to continue using or receiving the applicable Cognizant Resource; or (2) replace or modify the applicable Cognizant Resource to be non-infringing without degradation or loss of functionality. If neither remedy is possible, NAIC Group may receive a refund of all Fees for such Cognizant Resource to the extent NAIC Group returns or certifies destruction of the applicable Cognizant Resource.
Obligation to Replace. In the event that any use of the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents, is, or in Chordiant’s opinion is likely to be, (i) found to infringe upon or misappropriate the Intellectual Property Rights of any third party or (ii) enjoined, Supplier shall, with Chordiant’s consent and at Supplier’s own cost and expense and in such a manner as to minimize disturbance to Chordiant’s business activities:
(a) obtain for Chordiant the right to continue using the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents; or
(b) modify the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents, so that it is no longer infringing (provided that such modification does not adversely affect Chordiant’s intended use as contemplated by this Agreement); or
(c) replace the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents with a non-infringing functional equivalent. In addition to the remedies set forth above, Supplier shall remain responsible for providing Services in accordance with this Agreement. If Supplier is unable to provide Services or to implement a work around for the provision of Services, then Chordiant may, upon notice to Supplier, obtain from a third party or itself provide those Services which Supplier failed to provide, and an equitable adjustment shall be made to the Fees.
Obligation to Replace. In the event that the AMO Entities’ use of the Developed Software, the Work Product, the Vendor Software, any enhancements or modifications to the AMO Software performed by Vendor or Vendor Staff or any other materials or items provided to the AMO Entities by Vendor or Vendor Staff (each, as applicable, the “Indemnified Component”; collectively, the “Indemnified Components”) (1) infringes upon the proprietary rights of any third party or (2) is enjoined or any AMO Entity’s use of any of the Covered Services is enjoined due to any such Indemnified Component, Vendor shall, within thirty (30) days after notification such infringement or order, with AMO’s consent and at Vendor’s own cost and expense and in such a manner as to minimize disturbance to AMO business activities:
(1) obtain for the AMO Entities the right to continue using the Indemnified Component;
(2) modify the Indemnified Component so that it is not longer infringing (provided that such modification does not adversely affect the AMO Entities’ intended use as contemplated by this Agreement);
(3) replace the Indemnified Component with a non-infringing functional equivalent; or
(4) immediately refund the amounts paid to Vendor corresponding to that portion of the Charges relating to such Indemnified Component.
Obligation to Replace. In the case of a breach of Section 15.02(7), or a Claim with respect to such Section, Milliman Group shall either: (1) procure for Voya Group the right to continue using or receiving the applicable Milliman Resource; or (2) replace or modify the applicable Milliman Resource to be non-infringing without material degradation or loss of material functionality.
Obligation to Replace. In the case of a breach of Section 15.02(7), or a Claim with respect to such Section, Supplier shall use its commercially reasonable efforts to either: (1) procure for Voya Group the right to continue using or receiving the applicable ***; or (2) replace or modify the applicable *** to be non-infringing without degradation or loss of functionality. If neither remedy is possible, Voya Group may receive a refund of Fees on a five (5) year straight line depreciation for such *** to the extent Voya Group returns or certifies destruction of the applicable ***.
Obligation to Replace. 44 28. DAMAGES.................................................................................... 45
Obligation to Replace. In the event that any Materials, or LS&Co.’s receipt and use of the Materials as contemplated under this Agreement is, or in LS&Co.’s opinion is likely to be found to infringe upon or misappropriate the Intellectual Property Rights of any third party or enjoined, Supplier shall, with LS&Co.’s consent and at Supplier’s own cost and expense and in such a manner as to minimize disturbance to LS&Co.’s business activities: (a) obtain for LS&Co. the right to continue using the Materials; or (b) modify or replace the Materials, so that it is no longer infringing (provided that such modification or replacement does not degrade the functionality, performance or quality of the affected Materials). In addition to the remedies set forth above, Supplier shall remain responsible for providing Services in accordance with this Agreement. If Supplier is unable, after using all reasonable efforts, to promptly implement the measures described in this Section 26.3 LS&Co. may, upon notice to Supplier: (x) obtain from a third party or itself provide those Services which Supplier failed to provide, and adjust the Charges to account for the corresponding reduction in Services after good faith discussions with Supplier regarding such adjustment; or (y) terminate this Agreement, in whole or in part, without payment of any Termination Charge, as of the date specified by LS&Co. in its notice of termination.
Obligation to Replace. In the event that any use of the Services, any technology used to provide the Services, or any item provided to Michaels by Supplier or Supplier Agents, in the provision of the Services is, or in Michaels’ opinion is likely to be found to infringe upon or misappropriate the Intellectual Property Rights of any third party or enjoined, Supplier shall, with Michaels’ consent and at Supplier’s own cost and expense and in such a manner as to minimize disturbance to Michaels’ business activities:
(a) obtain for Michaels the right to continue using the Services, any technology used to provide the Services, or any item provided to Michaels by Supplier or Supplier Agents; or
(b) modify or replace the Services, any technology used to provide the Services, or any item provided to Michaels by Supplier or Supplier Agents, so that it is no longer infringing (provided that such modification or replacement does not degrade the functionality, performance or quality of the affected component of the Services).
Obligation to Replace. If the Lessor calls on the Security, or the Rent is increased, then no later than 14 days after the Lessor gives the Lessee a notice asking for it, the Lessee must deliver to the Lessor a replacement or additional Security so that the amount guaranteed is the Security Amount.
