IPR Indemnification definition

IPR Indemnification. : means reimbursement of Customer by Supplier for costs, claims, demands, liabilities, expenses, damages or losses (including without limitation to any direct, indirect, or consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of Supplier’s third party Intellectual Property Right infringements;
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IPR Indemnification means reimbursement of Customer by Supplier for costs, claims, demands, liabilities, expenses, damages or losses (including without limitation to any direct, indirect, or consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of Supplier’s third party Intellectual Property Right infringements; “Open Source Software (OSS)”: means publicly available and accessible software which can be used, modified and further developed by everybody, however always in compliance with the relevant publicly available underlying licence terms and conditions;
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IPR Indemnification means Supplier’s obligation to indemnify, hold harmless and, if requested by Customer, defend Customer and its Affiliates, and their respective owners, officer, directors, employees, agents, contractors, customers, successors and assigns, from and against any and all Damages arising out of or in any way related to Supplier’s alleged or actual infringement of third party Intellectual Property Rights;
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Examples of IPR Indemnification in a sentence

  • The IPR Indemnification does not limit any further compensation rights of Customer.

  • In the event that the Goods and/or Work Products (and/or the Em- bedded Software) delivered, or Services provided infringe any third party Intellectual Property Rights, Supplier shall, notwithstanding an- ything provided to the contrary or otherwise contained in the Contract, provide IPR Indemnification to Customer.

  • The IPR Indemnification applies whether or not Supplier may have been negligent or at fault and does not limit any further compensation rights of Customer.

  • In the event that the Services provided and/or Work Products delivered by Supplier infringe any third party Intellectual Property Rights, Supplier shall, notwithstanding anything provided to the contrary or otherwise contained in the Applicable Terms and Conditions (including, but not limited to the QUANT GTC/Services), provide IPR Indemnification to Customer.

  • In the event that the Goods (and/or the Embedded Software) delivered by Supplier infringe any third party Intellectual Property Rights, Supplier shall, notwithstanding anything provided to the contrary or otherwise contained in this QUANT GTC/Goods, the Order, or the Contract, provide IPR Indemnification to Customer.

  • In the event that the Goods delivered by Supplier infringe any third party Intellectual Property Rights, Supplier shall, notwithstanding anything provided to the contrary or otherwise contained in this IGW GTC, the Order or the Contract, provide IPR Indemnification to Customer.

  • In the event that the Goods (and/or the Embedded Software) delivered by Supplier infringe any third party Intellectual Property Rights, Supplier shall, notwithstanding anything provided to the contrary or otherwise contained in this BM GTC/Goods, the Order, or the Contract, provide IPR Indemnification to Customer.

  • The IPR Indemnification applies whether or not Supplier may have been negligent or at fault and does not limit any further compensation claims or rights of Customer to recover any and all Damages suffered as a result of Supplier’s infringment.

  • In the event that the Goods (and/or the Embedded Software) delivered infringe any third-party Intellectual Property Rights, Supplier shall, notwithstanding anything provided to the contrary or otherwise contained in the Contract, provide IPR Indemnification to Customer.

  • In the event that the Goods (and/or the Embedded Software) de- livered by Supplier infringe any third party Intellectual Property Rights, Supplier shall, notwithstanding anything provided to the con- trary or otherwise contained in this ABB GTC/Goods, the Order, or the Contract, provide IPR Indemnification to Customer.

Related to IPR Indemnification

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Indemnification Claim has the meaning set forth in Section 12.3.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.