Common use of Right to Replace Clause in Contracts

Right to Replace. If a claim of infringement under this Section occurs, or if Indemnitor determines that a claim is likely to occur, Indemnitor will have the right, in its sole discretion, to either: (i) procure for Indemnitee and its Customers the right or license to continue to use the Software free of the infringement claim; or (ii) replace or modify the Software to make it non-infringing provided that the replacement software substantially conforms to Indemnitor's then-current specification for the Software. If these remedies are not reasonably available to Indemnitor, Indemnitor may, at its option, terminate this Agreement without liability, other than liability that may arise under Section 13(b), and Indemnitor shall return any fees paid by Indemnitee in respect of Indemnitor Services not provided.

Right to Replace. If a claim of infringement under this Section occurs, or if Indemnitor determines that a claim is likely to occur, Indemnitor will have the right, in its sole discretion, to either: (i) procure for Indemnitee and its Customers the right or license to continue to use the Software free of the infringement claim; or (ii) replace or modify the Software to make it non-infringing provided that the replacement software substantially conforms to Indemnitor's then-current specification for the Software. If these remedies are not reasonably available to Indemnitor, Indemnitor may, at its option, terminate this Agreement without liability, other than liability that may arise under Section 13(b12(b), and Indemnitor shall return any fees paid by Indemnitee in respect of Indemnitor Services not provided.

Right to Replace. If a claim of infringement under this Section occurs, or if Indemnitor determines that a claim is likely to occur, Indemnitor will have the right, in its sole discretion, to either: (i) procure for Indemnitee and its Customers the right or license to continue to use the Software free of the infringement claim; or (ii) replace or modify the Software to make it non-infringing provided that the replacement software substantially conforms to Indemnitor's ’s then-current specification for the Software. If these remedies are not reasonably available to Indemnitor, Indemnitor may, at its option, terminate this Agreement without liability, other than liability that may arise under Section 13(b), and Indemnitor shall return any fees paid by Indemnitee in respect of Indemnitor Services not provided.