Patent Infringement Indemnity. Seller warrants the goods purchased hereunder do not infringe upon any patent, trademark, service xxxx, trade name, copyright or other similar third party intellectual property right and covenants and agrees to defend (at Buyer’s request) and hold harmless Buyer, its customers, agents and subsequent owners from any claim that any product or article sold by Seller hereunder (except goods specifically of Buyer’s design), infringes any letters, patent, copyright or trademark, or from any claim of unfair competition, by reason of its use or sale by Buyer, its customers or agents. Seller further agrees to indemnify (and as incurred, reimburse) Buyer against any and all expense, loss, royalties, profits and damages, including court costs, attorneys’ fees and reasonable value of time expended by Buyer’s employees (as determined by Buyer in its sole discretion), in connection with or resulting from such suit or proceedings, including, without limitation, any settlement or decree of judgment therein. Seller’s obligations hereunder survive acceptance of goods and payment delivered by Buyer.
Patent Infringement Indemnity a) Spirent will defend the Systems Integrator and hold the Systems Integrator harmless against any final award made against the Systems Integrator by a Court of competent jurisdiction in respect of a claim that a Spirent Product or Service supplied under this Agreement infringes any third-party patent PROVIDED THAT:
(i) the Systems Integrator notifies Spirent promptly in writing on becoming aware of the relevant claim;
(ii) the Systems Integrator gives Spirent sole control of the defense and all related settlement negotiations, and provides all information and assistance (at Spirent’s expense) for the defense and disposition of the claim; and
(iii) the Systems Integrator does not make any admissions or take any steps to compromise or settle any claim without Spirent’s prior written consent.
b) The Systems Integrator agrees that if Products in the Systems Integrator’s inventory, or the operation thereof, become or in Spirent’s opinion are likely to become, the subject of such a claim, the Systems Integrator will permit Spirent, at Spirent’s option and expense, either to procure the right for the Systems Integrator to continue marketing and using such Products, or to replace or modify them so that they become non-infringing. If neither of the foregoing alternatives is available on terms that Spirent, in its sole discretion, deems reasonable, the Systems Integrator will return such Products on written request from Spirent. Spirent will grant the Systems Integrator a credit equal to the price paid by the Systems Integrator for such returned Products (less reasonable depreciation for use, damage, and obsolescence), provided that such returned Products are in an undamaged condition.
c) Notwithstanding the above, Spirent shall not be liable to the Systems Integrator for any claim:
(i) arising from or based upon the combination, operation or use of any Spirent Product with equipment, data or programming not supplied by Spirent;
(ii) arising from any alteration or modification of Products;
(iii) arising from or based upon products provided by Spirent pursuant to the designs, drawings or manufacturing specifications of the Systems Integrator or End Customers; or
(iv) arising from the use of Products other than for their ordinary purpose. The Systems Integrator agrees to indemnify, defend and hold harmless Spirent (including reasonable attorneys’ fees and costs of litigation) against and hold Spirent harmless from, allegations based on such combination claims.
d) Spi...
Patent Infringement Indemnity. Supplier will defend XXXXX, subcontractors of XXXXX, and any subsequent customers, owners, suppliers, users or operators of the goods or services delivered in accordance with XXXXX'x specifications (herein the indemnified parties) against all claims and in all proceedings alleging infringement of any United States or foreign patent or copyright in the manufacture or sale of any goods or services delivered to XXXXX, and Supplier will indemnify and hold the indemnified parties harmless from any resulting liabilities and losses.
Patent Infringement Indemnity. The following terms apply to any infringement or claim of infringement of any patent, trademark, copyright, trade secret or other legally protected proprietary right of any third party relating to the Services provided by CellNet under this Agreement. CellNet shall defend or settle, at its own expense, and shall indemnify Client against all losses, damages, expenses, liabilities or costs (including court costs and reasonable attorneys' fees) that may result by reason of any such infringement or claim of, action form, or suit for infringement. Client shall notify CellNet promptly of any claim of, action for or suit for infringement for which CellNet may be responsible hereunder and shall cooperate with CellNet (at CellNet's expense) in every reasonable way to facilitate the defense of any such claim. If any of the System Equipment or a particular activity performed pursuant to this Agreement is, in any such action or suit, held to infringe, and its use is enjoined, CellNet shall, at its election and expense, (a) procure for Client the right to continue to receive service using the System Equipment or the right to conduct the activity, or (b)modify or replace the System Equipment or activity so that it becomes non-infringing while retaining substantially equivalent functionality.
Patent Infringement Indemnity. To the extent that the Products are manufactured or the Services are performed pursuant to design or other information or specifications provided or requested by Buyer, Buyer represents and warrants that it has all necessary right, title, and interest in such design, and that the design and all information and technology contained in such design do not infringe any patent, copyright, trademark, or other proprietary right of a third party and were not developed on the basis of misappropriated trade secrets of a third party. If any infringement, misappropriation, or other violation of any proprietary right is alleged prior to completion of delivery of any Products/Services, Micross may decline to make further deliveries without being in breach of the Agreement. Buyer shall defend, indemnify, and hold Micross harmless from and against any and all damages, costs, and expenses (including without limitation reasonable attorneys’ fees) arising from any threatened or actual suit or claim based upon Xxxxx’s breach of the representations and warranties set forth herein or Buyer’s modification of the Products after delivery thereof by Micross. Buyer shall further defend, indemnify, and hold Micross harmless from and against any claim of alleged defect in the design of the Products or aspect of the Services to the extent such Product design or aspect of the Services is provided or requested by Xxxxx. The sale of the Products/Services by Micross does not convey any license, by implication, estoppel, or otherwise, under patent claims covering combinations of the Products with other devices or elements. Except as otherwise provided in the preceding sentence, Micross shall defend any suit or proceeding brought against Buyer to the extent based on a third party claim that any Product or any part thereof, sold to Buyer by Micross (except to the extent such Products are based upon design or other information or specifications provided or requested by Buyer, or involving a Third Party Product) constitutes an infringement of any patent of the United States of America, if Buyer notifies Micross promptly in writing and gives Micross authority, information, and assistance (at Micross’ expense) for the defense of the suit or proceeding. In case such Product or any part thereof (other than Products or parts based upon design or other information or specifications provided or requested by Buyer, or involving a Third Party Product) is in such suit or proceeding held to constitute inf...
Patent Infringement Indemnity. SOUTHWALL shall hold LICENSEE harmless from damages, settlements, attorneys' fees and expenses resulting from infringement by the Film or Product of any patent issued as of the date of this Agreement, or subsequent replacement Film and Product under Section 1(a) and 1(e) respectively, provided LICENSEE promptly notifies SOUTHWALL of any and all threats, claims and proceedings related thereto and SOUTHWALL is given reasonable assistance by LICENSEE and the opportunity to assume sole control over the defense and all negotiations for a settlement or compromise. SOUTHWALL will not be responsible for any settlement it does not approve in writing. THE FOREGOING IS SUBJECT TO SECTION 16 AND IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED. The foregoing obligation of SOUTHWALL does not apply with respect to Film or Product (i) not supplied by SOUTHWALL, (ii) modified after shipment by SOUTHWALL, if the alleged infringement relates to such modification, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination or (iv) if LICENSEE continues allegedly infringing activity after becoming aware of such alleged infringement. LICENSEE will indemnify and hold harmless SOUTHWALL and its officers, directors, agents and employees from all damages, settlements, attorneys' fees and expenses related to a claim of infringement or misappropriation excluded from SOUTHWALL's indemnity obligation by this section.
Patent Infringement Indemnity. Where the trailers or accessories purchased on Buyer’s order are manufactured or portions thereof are manufactured by Seller, Seller agrees to (a) assume the defense of any suit brought against Buyer for infringement of any United States Patent arising solely from use and/or sale of said specific goods, (b) defray the expense of such defense, (c) indemnify Buyer against any money damages and/or costs awarded in such suit; provided (i) Seller be given exclusive control of the defense of such suit and all negotiations relative to the settlement thereof, (ii) the liability claimed shall have arisen solely because of Seller’s selection as to the design, composition or manufacture of said goods, and (iii) Buyer promptly informs Seller in writing of any such claim. Seller shall have no obligation to Buyer under this section with respect to claims for infringement resulting from unauthorized modifications of products manufactured by Seller or for infringement claims to the extent related to products manufactured by Seller to designs and specifications originated and furnished by Buyer. If the goods or any parts thereof subject to this indemnity obligation is held to constitute an infringement and its use is enjoined, or during the pendency of any such claim or suit, Seller may at its expense, and in its discretion (i) procure the right to continue use of the goods or part thereof for Buyer, (ii) replace the goods, or such part or parts with non-infringing parts or modify the goods to be non-infringing, provided that the modification does not materially and adversely affect the performance of the goods as contemplated by this Agreement (less wear and tear or alterations other than by Seller), or (iii) accept return of the goods and refund the Purchase Price thereof (less a reasonable depreciation charge) to Buyer. The foregoing states the entire liability of Seller, and sole remedy of Buyer, for patent infringement by said goods or any part thereof.
Patent Infringement Indemnity. Gilead shall indemnify, defend and hold harmless Fujisawa against any claims, actions or proceedings by any third parties that the use of the Product in the
Patent Infringement Indemnity. Buyer warrants that any goods to be delivered hereunder in accordance with designs and specifications furnished by Buyer and any manufacturing process or method adopted by Seller at Buyer’s request shall not infringe any patent or trademark whatsoever. Buyer shall defend and hold Seller harmless from any claim which may be made against Seller for any such alleged infringement and shall pay all attorney’s fees, costs and expenses of every nature incurred in such defense.
Patent Infringement Indemnity. LTC will indemnify PLL, and keep it indemnified, from and against all actions, proceedings, claims, damages, costs, expenses, and demands by third parties in respect to the infringement or alleged infringement of any Patents or designs belonging to such third parties which may be involved in the manufacture, use, sale or other disposition of the Licensed Products in accordance with the terms of this License Agreement; provided, however, that PLL shall in every instance refrain from making any admission of liability, shall give to LTC prior notice of any claim made, shall assist in the defense of such claim, and shall refrain from settling such claim without LTC's written consent.
