PATENT OR TRADEMARK INFRINGEMENT. If the Goods are to be prepared for manufacture according to Buyer’s specifications, Buyer will indemnify, defend, and hold harmless ADI against all claims and liability for patent or trademark infringement arising from such preparation ormanufacture.
PATENT OR TRADEMARK INFRINGEMENT. 15.1 If a patent infringement action is commenced or threatened against Manufacturer as to any Product and Manufacturer elects to, as a result, discontinue the sale of the Product in any part or all of the Territory, Distributor shall discontinue its efforts to sell said Product in any such part or all of the Territory immediately upon receipt of written notice thereof from Manufacturer. LecTec and Natus shall jointly and severally save Distributor, its directors, officers and employees harmless from and against and indemnify them from any and all claims, liabilities, costs and expenses of any nature (including attorney's fees) caused by reason of claims that the Product infringes the intellectual property rights of others (e.g., patent, copyright , trademark, trade name, etc.); provided, however, that Manufacturer's indemnification obligations are conditioned upon Distributor giving Manufacturer prompt written notice of any such claims and giving the defense of the claim to Manufacturer and reasonably cooperating with Manufacturer in the defense. Distributor shall have a right to cooperate in its own defense with its own counsel.
15.2 Distributor shall promptly notify Manufacturer in the event Distributor becomes aware of any activities of a third party that may constitute infringement of the Manufacturer's patents or pending patents on the Product or trademarks.
PATENT OR TRADEMARK INFRINGEMENT. If goods sold hereunder are to be manufactured according to the Buyer’s specification, Buyer shall indemnify Seller against any claim or liability for patent, trademark, service xxxx or trade name infringement on account of such manufacture and/or sale.
PATENT OR TRADEMARK INFRINGEMENT. Any third-party claim of a patent or trademark infringement attributable to any act or omission of the Distributor with respect to the Products or Services that, in ExxonMobil’s reasonable opinion, requires Distributor to cease marketing, sales and/or distribution of Products and/or Services.
25. Section 10.4(d) is deleted in its entirety and replaced with the following:
PATENT OR TRADEMARK INFRINGEMENT. 11.1 Mitel's Responsibilities to Defend. Mitel shall indemnify, defend, and otherwise hold VAR harmless from all cost, loss, damage, and liability arising from any proceedings brought against VAR to the extent such proceedings are based on a claim that the Mitel PRODUCTS furnished by Mitel and used within the scope of this Agreement infringe any Canadian an/or US patent or copyright or trademark in existence at the commencement of the term of this Agreement. Mitel shall defend any proceeding alleging such infringement, which is brought against VAR, and shall pay all costs and expenses incurred and satisfy all judgements and decrees against VAR in such proceedings, if (i) VAR notifies Mitel, in writing, within ten (10) business days of the date any such proceeding becomes known to VAR, (ii) VAR gives Mitel sole control of the defence thereof and all related settlement negotiations and (iii) VAR provides such assistance, information, and co-operation to Mitel as is reasonably requested.
PATENT OR TRADEMARK INFRINGEMENT. Saint Louis warrants that to the best of its knowledge, the products delivered hereunder do not infringe on anyone else’s patent and agrees to indemnify the Buyer against such action subject to the following:
1) The Buyer notifies Saint Louis promptly in writing of any claim; and, 2) Saint Louis shall have sole control of the defense in any action arising from such a claim. The Buyer will indemnify and hold Saint Louis harmless from any claim of patent infringement if such claim relates to custom products designed and manufactured to Buyer’s specifications, or use or sale by Buyer of any of Saint Louis’s products in any combination, method or process or compliance to specifications furnished by the Buyer.
PATENT OR TRADEMARK INFRINGEMENT. Seller guarantees that Buyer's purchase use or sale of the Goods in the form in which furnished to Buyer will not infringe any patent or trademark. Xxxxxx agrees to defend any claim, action or suit that may be brought against Buyer for patent or trademark infringement by reason of Xxxxx's purchase, use or sale of such Goods, and Xxxxxx also agrees to indemnify and hold Buyer harmless against all judgments, decrees, damages, attorney's fees, costs and expenses recovered against Buyer or sustained by the Buyer on account of any such actual or alleged infringement. 14.
PATENT OR TRADEMARK INFRINGEMENT. (a) Each of the Parties shall have the right to consult with and make recommendations to the other Party and to actively participate in enforcement activities relating to the Patents and/or the Kos Trademarks in the Territory, including as to bringing enforcement actions and as to the settlement thereof. In the event that either Party becomes aware of actual or threatened infringement by a Third Party of a Patent or a Kos Trademark anywhere in the Territory, that Party shall promptly notify the other Party in writing.
(b) Kos shall have the first right, but not the obligation, to bring an infringement action against any Third Party with respect to the Patents and/or the Kos Trademarks in the Territory. Kos shall inform Merck within 90 days of such a notice as to whether or not Kos will institute suit against such Third Party. Merck shall have the right, but not the obligation, to join in any such suit to be instituted by Kos. If Merck elects to do so, the suit will be brought jointly in the names of both Parties and all costs thereof shall be borne equally by Kos and Merck. Any award or damage obtained as a result of such action (whether by way of settlement or otherwise) shall be used first to reimburse the Parties' legal costs, including attorneys fees, expert fees and court costs, and any remainder shall be split equally between Kos and Merck.
(c) Should Merck choose not to join in such action, it shall so notify Kos, and Kos shall then have the right, exercisable at its sole discretion and at its sole cost, to bring such action, in its name and in Merck's name where Merck may be a necessary party to such suit, and Merck shall reasonably assist Kos and cooperate in such action at Kos' request and without cost to Kos. Any award or damage obtained as a result of such action (whether by way of settlement or otherwise) shall be used first to reimburse the Parties' legal costs, including attorneys fees, expert fees and court costs, and any remainder shall be retained by Kos.
(d) Should Kos choose not to bring an infringement action regarding a particular Patent or Kos Trademark in the Territory, it shall so notify Merck, and Merck shall then have the right, exercisable at its sole discretion and at its sole cost, to bring such an action, in its name and in Kos' name where Kos may be a necessary party to such suit, and Kos shall reasonably assist Merck and cooperate in any such investigation and litigation at Merck's request and without cost to Merck. Any awa...
PATENT OR TRADEMARK INFRINGEMENT. If the goods sold hereunder are to be prepared for manufacture according to the Purchaser’s specifications, Purchaser shall defend, hold harmless and indemnify Seller against any claims, liability, costs, or attorney’s fees incurred in relation to any claim for patent or trademark infringement.
PATENT OR TRADEMARK INFRINGEMENT. Brio represents and warrants that that, to its knowledge, the sale of Products by RGC or any other authorized dealer does not infringe upon the patent, trademark or other intellectual property rights of any person or business not a party to this Agreement.
