Intellectual Property Infringements. Seller warrants that Buyer’s and/or Buyer’s designee’s purchase, installation, and/or use of the Goods covered hereby will not result in any claim of infringement, of any patent, trademark, copyright, or other intellectual property right. Seller agrees to defend any action brought against the Buyer and/or Buyer’s designee arising out of such infringement, and Seller shall indemnify and hold Buyer and/or Buyer’s designee harmless from and against all claims, losses, expenses, damages, causes of action and liabilities of every kind and nature, including without limitation, attorney’s fees (without waiver of Seller’s obligation to indemnify Buyer and/or Buyer’s designee hereunder), arising from or out of any breach of the foregoing warranty. The rights granted under this section shall survive termination of this contract.
Intellectual Property Infringements. The Contractor shall defend, indemnify and hold harmless the Corporation from and against any damage, loss or expense sustained by the Corporation or that the Corporation may be subject to or which it may suffer or incur arising out of or in connection with any infringement or alleged infringement by the Contractor and/or its subcontractors of any copyright, trademark or patent rights or any other intellectual property rights of any third party in any designs, systems, drawings, graphs, charts, specifications or printed matter furnished or used by the Contractor in the performance of this Agreement. The Contractor shall defend, indemnify, and hold the Corporation harmless regardless of whether or not the alleged infringement arises out of compliance with this Agreement’s scope of services/scope of work. Insofar as the facts or law relating to any claim would preclude the Corporation from being completely indemnified by the Contractor, the Corporation shall be partially indemnified by the Contractor to the fullest extent permitted by law. The indemnification provisions set forth in this Section 4.16 shall not be limited in any way by the Contractor’s obligations to obtain and maintain insurance as provided in this Agreement.
Intellectual Property Infringements. Distributor shall without delay notify Company of infringements or potential or suspected infringements by third parties, including counterfeits, of any intellectual property rights concerning the Products that become known to Distributor. Distributor shall at Company’s request assist Company in any action which Company deems necessary in order to investigate and stop any infringement. Company shall reimburse Distributor for its direct costs incurred in such assistance. Distributor is not entitled to take any measures of its own against an infringement without the prior written consent of Company.
Intellectual Property Infringements. Supplier will defend, indemnify, and hold Siemens Energy (and its customers and any party acting on their behalf) harmless against any third-party action, suit, or proceeding (“Claim”) against Siemens Energy (and its customers and any party acting on their behalf) to the extent such Claim is based upon an allegation that the Supply infringes IP Rights granted to Siemens Energy (and its customers and any party acting on their behalf) under this Agreement.
Intellectual Property Infringements. Each Debtor agrees, promptly upon learning thereof, to notify the Secured Party in writing of the name and address of, and to furnish such pertinent information that may be available with respect to, any party who may be infringing or otherwise violating any of such Debtor’s rights in and to any Intellectual Property that could reasonably be expected to have a Material Adverse Effect (any such Intellectual Property, “Significant Intellectual Property”), or with respect to any party claiming that such Debtor’s use of any Significant Intellectual Property violates any property right of that party, to the extent that such infringement or violation could reasonably be expected to have a Material Adverse Effect. Each Debtor further agrees, unless otherwise directed by the Secured Party, to diligently prosecute any Person infringing any Significant Intellectual Property in accordance with its commercially reasonable business judgment.
Intellectual Property Infringements. Notwithstanding anything in this Agreement to the contrary, in the event an Intellectual Property infringement or misappropriation suit is brought against JV where JV’s marketing, use, sale, offer to sell, import, export and/or distribution of Products is alleged to be infringing or misappropriating any third party’s Intellectual Property, JV shall promptly advise Medifocus of such action and Medifocus shall, at its sole cost and expense defend such action and indemnify JV from and against any and all Losses (as defined herein) arising from such alleged infringement or misappropriation, provided that Medifocus shall have no obligation to indemnify JV if the alleged infringement or misappropriation arises out of JV’s breach or non-compliance with any of the provisions of this Agreement. JV shall have the right to participate in any such suit, at its option and expense, but in all events shall be obligated to reasonably cooperate with Medifocus in such suit, including if required, furnishing Medifocus a power of attorney. If Medifocus is unable to procure a license from a third party owning or controlling rights that would be infringed or misappropriated by JV’s marketing, use, sale, offer to sell, import, export and/or distribution of Products on commercially reasonable terms, Medifocus shall so notify JV and JV shall discontinue its marketing, use, sale, offer to sell, import, export and/or distribution of Products.
Intellectual Property Infringements. ATRAIN agrees that, if notified promptly in writing of and given sole control of the defense and all related settlement negotiations and reasonable assistance from the Customer if necessary, it will defend the Customer against any claim that the ATRAIN Product infringes the Intellectual Property Rights of a third party. ATRAIN shall pay any resulting costs and damages finally settled or awarded by a court with respect to any such claims to the third party in question. At any time if ATRAIN deems that any part of the ATRAIN Product infringes the Intellectual Property Rights of any third party, ATRAIN has the right at its own expense to modify/replace the ATRAIN Product to eliminate the infringement or procure to Customer a right to use the ATRAIN Product. If this is not reasonably possible, ATRAIN may terminate the Agreement. ATRAIN shall, however, not be liable for any infringement or claim thereof in the event the claim (i) is made by any affiliates of the Customer; (ii) resulted from the Customer’s or a Customer’s subcontractor’s/supplier’s use or modification of or addition to the ATRAIN Services or by the materials provided by Customer to ATRAIN (such as Customer Data); (iii) is due to the use of ATRAIN Services in conjunction with any other third-party software for which Customer has not obtained ATRAIN’s written approval; or (v) which could have been avoided by using a patch, upgrade or otherwise amended version of the ATRAIN Services. This section 13 contains ATRAIN’s entire liability and Customer’s sole and exclusive remedy in case of Intellectual Property Rights infringements.
Intellectual Property Infringements. The Seller shall have sent letters, in a form reasonably satisfactory to the Purchaser, to any Person known to the Seller (including the Persons identified in writing by the Purchaser and whose names have been provided to the Seller) to be infringing upon the Seller's right, title or interest in any Intellectual Property described on Schedule 3.14. Such letters shall inform such Persons that their use of any such Intellectual Property infringes upon the Seller's right, title or interest therein and that each such Person must immediately cease from using such Intellectual Property or prompt legal action will be taken. The Seller shall have delivered copies of any responses it received to such letters to the Purchaser.
Intellectual Property Infringements. (a) Sepracor represents and warrants that it has not previously granted, and will not grant to any third party during the term of this Agreement, any rights, licenses or options with respect to the Compound, the Products, the Sepracor Patent Rights or Sepracor's Confidential Information that are inconsistent with the rights, licenses and options granted to Jansxxx xxxein.
Intellectual Property Infringements. 9.3.1 The Sub-Provider indemnifies and will keep indemnified PASSL and its Affiliates from and against any and all Losses, they suffer or incur arising out of or otherwise in connection with any action or claim by a third party (being a party other than PASSL or the Sub-Provider) against PASSL or its Affiliates, XXXxxxxxx.xxxxxxxxx, a Buying Organisation or a Supplier alleging that: Final execution
