Prevention of Infringement. If a third party claims infringement or misappropriation as a result of Licensee’s use of the Products or any portion thereof, or if OpenTV believes in its reasonable judgment that Licensee’s use of the Products or any portion thereof will potentially infringe or misappropriate an Intellectual Property Right in the Territory, including patent, copyright, trade secret or other proprietary right of a third party, or a temporary or a final injunction is obtained by a third party against Licensee’s use of the Products or any portion thereof by reason of alleged or actual infringement of a third party’s Territory patent, copyright, trade secret, or other proprietary right, then OpenTV shall as soon as reasonably possible, at its option and expense, (a) procure for Licensee the right to continue using the Products; (b) replace or modify for Licensee the Products or such infringing portion thereof so that it no longer infringes or misappropriates such Intellectual Property Right including patent, copyright, trade secret, or other proprietary right, so long as the utility or performance of the Product is not materially adversely affected by such replacement or modification and the Product continues to materially conform with the Documentation; or if neither of the foregoing options is practicable from a technical and/or economic perspective (c) terminate the license for such Product. Upon request by OpenTV to Licensee after notice by OpenTV of such potential infringement or misappropriation, or such injunction, Licensee will discontinue such use until such time that OpenTV has taken one of the steps set forth in the preceding sentence. In such event OpenTV will be liable to Licensee for the lesser of (a) the direct damages suffered by Licensee as a result of OpenTV’s termination of the license for such Product pursuant to this Section 9.2 (c), and/or as a result of Licensee being obliged to discontinue use of the Products, provided that OpenTV’s maximum liability under this section will always be subject to the limitation of liability as set out in Section 7 above, and (b) an appropriate pro-rata amount of the license fees already paid for the discontinued Product in respect of the remaining Term.
Prevention of Infringement. If for any reason the Facility or any component of the Facility becomes, or in the Bank's opinion is likely to become, the subject of a claim of infringement, the Bank reserves the right to, at its option and expense, either (i) to revoke the right of the Merchant to continue using the Facility as permitted in this Agreement, or (ii) to replace or modify Facility or the infringing component of the Facility so that it becomes non- infringing. If, after using commercially reasonable efforts, the Bank is unable to cure the infringement, any of the Parties may terminate this Agreement on written notice to the other Party.
Prevention of Infringement. If for any reason the Facility or any component of the Facility becomes, or in Arronax's opinion is likely to become, the subject of a claim of infringement, Arronax reserves the right to, at its option and expense, either
(i) to revoke the right of the Merchant to continue using the Facility as permitted in this Agreement, or (ii) to replace or modify Facility or the infringing component of the Facility so that it becomes non-infringing or (iii) to withhold any monies due to the merchant to ensure that any claims from the card holder from fault of the merchant are honored, and any penalties arising are paid. If, after using commercially reasonable efforts, Xxxxxxx is unable to cure the infringement, any of the Parties may terminate this Agreement on written notice to the other Party.
Prevention of Infringement. If CyberCash Service or any component of a CyberCash Service becomes, or in option of CyberCash is likely to become, the subject of a claim of infringement, then Licensee shall permit CyberCash, at its option and expense, either (i) to procure for Licensee the right to continue using the SDK as permitted in this Agreement, or (ii) to replace or modify the affected CyberCash Service or the infringing component of such service so that it becomes noninfringing. If, after using commercially reasonable efforts, CyberCash is unable to cure the infringement, either party may terminate this Agreement upon notice to the other.
Prevention of Infringement. If the service or any component of the service becomes or in SBlePay's opinion is likely to become the subject of a claim of infringement, then Agencies shall permit SBlePay, at its option and expense, either (i) to procure for Agencies the right to continue using the service as permitted in this Agreement, or (ii) to replace or modify service or the infringing component of the service so that it becomes non-infringing. If, after using commercially reasonable efforts, SBlePay is unable to cure the infringement, either party may terminate this Agreement upon notice to the other.
Prevention of Infringement. In the event that Licensee receives notice of possible infringement by any Licensee Content, Licensee Features and Licensee Data or other technology or content provided or licensed to OpenTV by Licensee, or believes in its reasonable judgment that such Licensee Content, Licensee Features, Licensee Data or other technology or content provided or licensed to OpenTV by Licensee are likely to become the subject of any such claim of infringement, then Licensee, at Licensee’s option and expense, shall as soon as reasonably possible either (a) procure for OpenTV the right to continue using the allegedly infringing Licensee Content, Licensee Features, or other technology or content licensed to OpenTV by Licensee or (b) replace or modify the allegedly infringing Licensee Content, Licensee Features, or other technology or content licensed to OpenTV by Licensee, while retaining comparable functionality and performance, so that it is not infringing. Upon notice by Licensee to OpenTV of such belief of such infringement or misappropriation, or such injunction, OpenTV will discontinue such use until such time that Licensee has taken one of the steps set forth in the preceding sentence.
Prevention of Infringement. (1) Any person with the standing to bring action for counterfeiting may make an urgent application to the competent domestic court seeking, if necessary under financial compulsion, an order against the alleged counterfeiter or the intermediaries whose services he uses, for the purpose of instituting any measure intended to prevent an imminent infringement of the rights conferred by the certificate or to prevent the continuation of the alleged counterfeiting.
(2) The competent domestic court may also order all urgent measures on application where the circumstance require that such measures should not be taken inter partes, in particular where any delay is likely to cause irreparable harm to the applicant. If sought through an urgent or ex parte application, the court may only order the measures sought if the evidence, reasonably accessible to the applicant, makes it likely that his rights are being infringed or that such infringement is imminent.
(3) The competent domestic court may prohibit the continuation of the alleged acts of counterfeiting, subject them to guarantees intended to secure the compensation of the applicant, if warranted, or order the seizure or transfer to a third party of the products suspected of infringing the rights conferred by the certificate, to prevent introduction or circulation of the products in commercial circuits.
(4) Where the measures taken to stop an infringement of rights are ordered prior to proceedings on the merits, the applicant must file an application, either before a civil or
Prevention of Infringement. If Unique determines, in the absence of any notice, that the Licensed Technology infringes the claims of the patent or other proprietary rights of third parties, then Unique has the right and will use its best efforts to avoid such possible infringement by attempting to alter the Licensed Motors or Licensed Technology to render them non-infringing. Should Invacare or Unique receive any notice of an alleged infringement on the claims or proprietary rights of third parties, then Invacare and Unique shall meet to discuss the response to such notice. Invacare shall cooperate with and assist Unique with respect to any such response but shall have no obligation to participate in the defense against any claim or suit brought by such third parties. Should any Licensed Patent be declared in whole or in part invalid, unless specifically declared exempt as a Licensed Patent in writing and signed by both parties, then Invacare's royalty under Section 2.3 shall be reduced by 50%.
Prevention of Infringement i. If for any reason the Facility or any component of the Facility becomes, or in Xxxxxxx's opinion is likely to become, the subject of a claim of infringement, Camirel reserves the right to, at its sole discretion, either
a. to revoke the right of the Merchant to continue using the Facility as permitted in this Agreement; or
b. to replace or modify Facility or the infringing component of the Facility so that it becomes non-infringing; or
c. to withhold any monies due to the merchant to ensure that any claims from the card holder arising from the fault of the merchant are honored, and any penalties arising are paid.
ii. If, after using reasonable efforts, Xxxxxxx is unable to cure the infringement, any of the Parties may terminate this Agreement on Fourteen (14) days written notice to the other Party upon giving notice of the intention to terminate.
Prevention of Infringement. Xx. Xxxxxxx will assist CryoLife in connection with any actions by CryoLife to prevent or stop any infringement or misappropriation by others of the Technology. CryoLife shall reimburse Xx. Xxxxxxx for Xx. Xxxxxxx'x necessary and reasonable out-of-pocket costs incurred in cooperating with Cryolife, at CryoLife's request, with respect to litigation hereunder.
