Seller’s obligation under Sample Clauses

Seller’s obligation under. Section 13.2.1 shall not cover or apply to (i) any product, accessory, part, component, or attachment that is not manufactured by Seller (including any Buyer-Supplied Component), except to the extent, and only to the extent, that the manufacturer of any such item provides an indemnity against patent infringement to Seller and (ii) the Railcars, or any part thereof, manufactured or supplied to Buyer's design; and, as to such Railcars, or any part thereof, Seller assumes no liability whatsoever for patent infringement. 13.2.3. Subject to Section 13.2.4 below, Buyer shall defend any suit or proceeding brought against Seller based on a claim that Railcars, or any product, accessory, part, component or attachment (including Buyer-Supplied Components), manufactured or supplied by Seller to Buyer’s designs, constitute an infringement of any patent of the United States; provided that Buyer is notified promptly, in writing, and is given authority, information and assistance, at Buyer’s expense, for the defense of same. 13.2.4. Buyer’s obligation under Section 13.2.3 shall not cover or apply to (i) any product, accessory, part, component, or attachment that is not manufactured by Buyer or (ii) a Buyer-Supplied Component, except to the extent, and only to the extent, that the manufacturer or supplier of any such item provides an indemnity against patent infringement to Buyer. 13.2.5. Seller shall pay all damages and costs awarded against Buyer in an infringement claim covered under Sections 13.2.1 and 13.2.2. In case the Railcars, or any part thereof covered under Section 13.2.1, are involved in such a suit, and are held to constitute infringement, and the use of the Railcars, or any part thereof covered under Section 13.2.1, is enjoined, Seller shall, at its own expense, and at its option, either procure for Buyer the right to continue using said Railcar, replace same with non-infringing equipment, modify said Railcar so that it becomes non-infringing, or refund the Invoice Price of said Railcar. 17 US-DOCS\118388455.1
Sample 1
AutoNDA by SimpleDocs

Related to Seller’s obligation under

  • Seller's Obligation The obligation of Seller to sell and deliver the Shares to Buyer is subject to the satisfaction (or waiver by Seller) as of the Closing of the following conditions:

  • Seller’s Obligations At Closing, Seller shall deliver or cause to be delivered to Buyer the following:

  • Buyer’s Obligations At Closing, Buyer shall deliver or cause to be delivered to Seller the following:

  • Conditions to Seller’s Obligation Seller's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Seller’s Obligations at Closing At Closing, Seller shall:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • BUYER'S OBLIGATIONS AT CLOSING At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Conditions to the Seller’s Obligations The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Seller in its sole discretion, in whole or in part:

  • CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!