Common use of LIMITED INDEMNITY Clause in Contracts

LIMITED INDEMNITY. Distributor agrees that MPOS has the right to defend, or at its option to settle, and MPOS agrees, at its own expense, to defend or at its option to settle, any third party claim, suit or proceeding (collectively, "Action") brought against Distributor alleging the Products infringe any copyright or trademark in existence as of the Effective Date, subject to the limitations hereinafter set forth. MPOS shall have sole control of any such Action or settlement negotiations, and MPOS agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Distributor on such issue in any such Action defended by MPOS. Distributor agrees that MPOS will be relieved of the foregoing obligations unless Distributor notifies MPOS in writing of such Action within ten (10) days after becoming aware of such action, gives MPOS authority to proceed as contemplated herein, and gives MPOS proper and full information and assistance to settle and/or defend any such Action. If it is adjudicatively determined, or if MPOS believes, that the Products, or any part thereof, infringe any copyright or trademark, or if the sale or use of the Products, or any part thereof, is, as a result, enjoined, then MPOS may, at its election, option, and expense: (i) procure for Distributor the right under such copyright or trademark to sell or use, as appropriate, the Products or such part thereof; (ii) replace the Products, or part thereof, with other noninfringing suitable products or parts; (iii) suitably modify the Products or part thereof; or (iv) remove the Products, or part thereof, terminate distribution or sale thereof and refund the payments paid by Distributor for such Products. MPOS shall not be liable for any costs or expenses incurred without its prior written authorization, or for any installation costs of any replaced Products.

LIMITED INDEMNITY. Distributor Concessionaire agrees that MPOS Sagent has the right to defend, or at its option to settle, and MPOS Sagent agrees, at its own expense, to defend or at its option to settle, any third party claim, suit or proceeding (collectively, ("Action") brought against Distributor Concessionaire alleging the Products infringe any copyright or trademark in existence as of the Effective Date, subject to the limitations hereinafter set forth. MPOS Sagent shall have sole control of any such Action or settlement negotiations, and MPOS Sagent agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Distributor Concessionaire on such issue in any such Action defended by MPOSSagent. Distributor Concessionaire agrees that MPOS Sagent will be relieved of the foregoing obligations unless Distributor Concessionaire notifies MPOS Sagent in writing of such Action within ten five (105) days after becoming aware of such action, gives MPOS Sagent authority to proceed as contemplated herein, and gives MPOS Sagent proper and full information and assistance to settle and/or defend any such Action. If it is adjudicatively determined, or if MPOS Sagent believes, that the Products, or any part thereof, infringe any copyright or trademark, or if the sale or use of the Products, or any part thereof, is, as a result, enjoined, then MPOS Sagent may, at its election, option, and expense: (i) procure for Distributor Concessionaire the right under such copyright or trademark to sell or use, as appropriate, the Products or such part thereof; (ii) replace the Products, or part thereof, with other noninfringing suitable products or parts; (iii) suitably modify the Products or part thereof; or (iv) remove the Products, or part thereof, terminate distribution or sale thereof and refund the payments paid by Distributor Concessionaire for such ProductsProducts less a reasonable amount for use and damage. MPOS Sagent shall not be liable for any costs or expenses incurred without its prior written authorization, or for any installation costs of any replaced Products.

LIMITED INDEMNITY. Distributor LH agrees that MPOS OOIL has the right to defend, or at its option to settle, and MPOS OOIL agrees, at its own expense, to defend or at its option to settle, any third party claim, suit or proceeding (collectively, "“Action"”) brought against Distributor LH alleging that the Products infringe Technology infringes any patent, copyright or trademark in existence as of the Effective Date, subject to the limitations hereinafter set forth. MPOS OOIL shall have sole control of any such Action or settlement negotiations, and MPOS OOIL agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Distributor LH on such issue in any such Action defended by MPOSOOIL. Distributor LH agrees that MPOS OOIL will be relieved of the foregoing obligations unless Distributor LH notifies MPOS OOIL in writing of such Action within ten thirty (1030) days after becoming aware of such action, gives MPOS OOIL authority to proceed as contemplated herein, and gives MPOS OOIL proper and full information and assistance to settle and/or defend any such Action. If it is adjudicatively determineddetermined by a court of competent jurisdiction, or if MPOS OOIL believes, that the ProductsTechnology, or any part thereof, infringe infringes any patent, copyright or trademark, or if the sale or use of the ProductsTechnology, or any part thereof, is, as a result, enjoined, then MPOS OOIL may, at its election, option, and expense: (i) procure for Distributor LH the right under such patent, copyright or trademark to sell or use, as appropriate, the Products Technology or such part thereof; (ii) replace the ProductsTechnology, or part thereof, with other noninfringing suitable products or parts; (iii) suitably modify the Products Technology or part thereof; or (iv) remove the ProductsTechnology, or part thereof, terminate distribution or sale thereof and refund the payments paid by Distributor LH for such Products. MPOS shall not be liable for any costs or expenses incurred without its prior written authorization, or for any installation costs of any replaced ProductsTechnology.

LIMITED INDEMNITY. Distributor agrees that MPOS Sagent has the right to defend, or at its option to settle, and MPOS Sagent agrees, at its own expense, to defend or at its option to settle, any third party claim, suit or proceeding (collectively, "Action") brought against Distributor alleging the Products infringe any copyright or trademark in existence as of the Effective Date, subject to the limitations hereinafter set forth. MPOS Sagent shall have sole control of any such Action or settlement negotiations, and MPOS Sagent agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Distributor on such issue in any such Action defended by MPOSSagent. Distributor agrees that MPOS Sagent will be relieved of the foregoing obligations unless Distributor notifies MPOS Sagent in writing of such Action within ten five (105) days after becoming aware of such action, gives MPOS Sagent authority to proceed as contemplated herein, and gives MPOS Sagent proper and full information and assistance to settle and/or defend any such Action. If it is adjudicatively determined, or if MPOS Sagent believes, that the Products, or any part thereof, infringe any copyright or trademark, or if the sale or use of the Products, or any part thereof, is, as a result, enjoined, then MPOS Sagent may, at its election, option, and expense: (i) procure for Distributor the right under such copyright or trademark to sell or use, as appropriate, the Products or such part thereof; (ii) replace the Products, or part thereof, with other noninfringing suitable products or parts; (iii) suitably modify the Products or part thereof; or (iv) remove the Products, or part thereof, terminate distribution or sale thereof and refund the payments paid by Distributor for such Products. MPOS shall not be liable for any costs or expenses incurred without its prior written authorization, or for any installation costs of any replaced Products.part