Xxxxxxxxxx/Termination Based on Threat of Infringement Sample Clauses

Xxxxxxxxxx/Termination Based on Threat of Infringement. In the event that either AG2 or Customer is threatened in writing or is sued for infringement or violation of any third party intellectual property right relating to the performance of the Services, then the party receiving the threat or lawsuit shall notify the other party within five (5) days of receipt. In such an event AG2 may, at its option and by providing written notice to Customer, either (a) suspend performance of the Services until the threat is removed to the reasonable satisfaction of AG2 or the lawsuit dismissed or, (b) if the threat is not resolved or the lawsuit dismissed within three (3) months of AG2 receiving notice thereof, AG2 may terminate this Agreement by providing notice in writing to Customer. In such an event, AG2 shall be paid for all completed Services and for all in-process Services provided up to the date of termination on a pro rata basis. Further, in such an event Customer shall immediately discontinue use of any Service of Software that is the subject of the threat or lawsuit until such threat is removed or the lawsuit is dismissed. If Customer does not immediately discontinue such use or commercialization, AG2 shall have no obligation to indemnify, defend, or hold Customer harmless for such continued use or commercialization, and further, Customer shall indemnify, defend and hold AG2 and its licensors harmless pursuant to Customer’s obligations in Section 13 (Indemnification).
Sample 1
AutoNDA by SimpleDocs

Related to Xxxxxxxxxx/Termination Based on Threat of Infringement

  • Grant Remedies Termination and Prohibited Activities 18 9.1 Remedies 18 9.2 Termination for Convenience 19 9.3 Termination for Cause 19

  • Indemnification by Xxxxxxxx The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.

  • Survival on Termination The following Paragraphs and Articles shall survive the termination of this Agreement:

  • Termination by Xxxxxxx (a) SORACOM may terminate the Agreement in the following situations, in which case SORACOM will give the Subscriber reasonable notice of such termination.

  • X0 Xxxxxxxxxxx on Default H2.1 The Authority may terminate the Contract by written notice to the Contractor with immediate effect if the Contractor commits a Default and if:

  • Material Breach or Early Termination Section 9.1. EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT. Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions:

  • BREACH; TERMINATION Failure of either party to comply substantially with any material provision hereof is a breach of the Lease. Should Tenant neglect or fail to perform and observe any of the terms of this Lease, Landlord shall give Tenant written notice of such breach requiring Tenant to remedy the breach or vacate the Premises on or before a date at least 5 days after the giving of such notice, and if Tenant fails to comply with such notice, Landlord may declare this tenancy terminated and institute action to expel Tenant from the leased Premises without limiting the liability of Tenant for the rent due or to become due under this Lease. If Tenant has been given such notice and has remedied the breach or been permitted to remain in the Premises, and within one year of such previous breach, Tenant commits a similar breach, this Lease may be terminated if, before the breach has been remedied, Landlord gives notice to Tenant to vacate on or before a date at least 14 days after the giving of the notice as provided in sec. 704.17

  • EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”):

  • Default Events and Termination 18.1 Each of the following circumstances shall constitute a General Default:

Time is Money Join Law Insider Premium to draft better contracts faster.