Claim of Infringement. In the event that use of any facilities or equipment (including software), becomes, or in the reasonable judgment of the Party who owns the affected network is likely to become, the subject of a claim, action, suit, or proceeding based on intellectual property infringement, then said Party shall promptly and at its sole expense and sole option, but subject to the limitations of liability set forth below:
Claim of Infringement. In the event a claim, demand, threat, suit, or proceeding is brought against You by a third party alleging that Your use of the Products or Services that were exclusively developed and under the exclusive control of CellTrust (except as limited below in “Limitations for a Claim of Infringement”) infringes the claimant’s United States patent, copyright, trademark, or trade secret, CellTrust may, at its sole option and expense: (a) procure for You the right to continue use of the Products or Services or infringing part; (b) modify or amend the Products or Services or infringing part in such a way as to make it non‐infringing; (c) replace the Products or Services or infringing part with an alternative having substantially the same capabilities; or (c) if the foregoing is not commercially practicable in CellTrust’s reasonable judgment, terminate this Agreement. THE REMEDIES SET FORTH IN THIS PROVISION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDIES IN THE EVENT OF AN INFRINGEMENT CLAIM, DEMAND, THREAT, SUIT, OR PROCEEDING RELATING TO THE PRODUCTS OR SERVICES; HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED TO LIMIT OR NEGATE ANY INDEMNIFICATION OBLIGATIONS OF CELLTRUST SET FORTH IN A SEPARATE WRITTEN AGREEMENT. Apple shall have no responsibility for the investigation, defense, settlement, and discharge of any such infringement claim.
Claim of Infringement. In the event that use of any facilities or equipment (including software), becomes, or in the reasonable judgment of BellSouth is likely to become, the subject of a third party claim, action, suit, or proceeding based on intellectual property infringement, then BellSouth shall have the right to terminate, upon reasonable notice, this Agreement with respect to use of, or Services provided through use of, the affected facilities or equipment (including software), but solely to the extent required to avoid the infringement claim.
Claim of Infringement. If Purchaser discovers that a third party claims that practice of the Category II Assets infringes a patent or other intellectual property right of such third party, then Purchaser will promptly so notify Seller and Seller shall have sole authority to defend against or settle any such claim of infringement, provided that no settlement will impair Purchaser's license granted by Section 4 above. If Seller discovers that a third party claims that practice of the Category III Assets infringes a patent or other intellectual property right of such third party, then Seller will promptly so notify Purchaser and Purchaser shall have sole authority to defend against or settle any such claim of infringement, provided that no settlement will impair Seller's license granted by Section 5 above.
Claim of Infringement. In the case of a claim of infringement of any Intellectual Property right, where a court of competent jurisdiction finds such infringement, the Indemnifying Party shall, at its option and expense, use all reasonable efforts either (a) to procure for the Indemnified Party the right to continue to use the product, service or other item as provided for herein, (b) to modify the infringing product, service or other item so that it is noninfringing, without materially altering its performance or function, or (c) to replace the infringing product, service or other item with a substantially equivalent noninfringing item.
Claim of Infringement. If Sankyo or Cygnus (“Receiving Party”) receives a claim that any of the Product infringe upon a patent or copyright in the U.S., or that any Cygnus Trademarks employed with a Product infringe upon a registered trademark, service xxxx, logo or protectable trade–dress of a third party in the U.S., the Receiving Party will notify the other party promptly in writing to ensure that Cygnus has all necessary information and assistance and the authority to evaluate and defend such claim. Cygnus, at its sole and absolute discretion, shall determine what course of action it wishes to take in defending such a claim including but not limited to litigation, license and the like. Cygnus warrants and represents that it shall use its commercially reasonable efforts to secure a right to continue using the Product in the Territory during the Term free of liability for infringement of any third-party patent, copyright, trademark or any other intellectual property right. Royalties and other payments associated with such right shall be borne by Cygnus. Cygnus shall indemnify, defend and hold harmless Sankyo, and its officers, directors, employees and agents with respect to such claims in accordance with the terms and conditions of Section 12.1 and Section 12.3.
Claim of Infringement. In the case of a Claim of infringement of any Intellectual Property or Trademark right, where a court of competent jurisdiction finds such infringement, the Indemnifying Party will, at its option and expense, use all reasonable efforts either (a) to procure for the Indemnified Party the right to continue to use the product, service or other item as provided for herein, (b) to modify the infringing product, service or other item so that it is noninfringing, without materially altering its performance or function, (c) to replace the infringing product, service or other item with a substantially equivalent noninfringing item, or (d) to refund the price paid for the use of such Intellectual Property or Trademark right, less a reasonable charge for the use prior to the infringement.
Claim of Infringement. CellTrust agrees to indemnify and hold You harmless from and against and either defend or settle, at CellTrust’s expense and discretion, any claim, demand, threat, suit or proceeding brought by a third party against You to the extent that the claim, demand, threat, suit or proceeding alleges that Your use of the Products or Services (in accordance with the terms of this Agreement), in the form delivered by CellTrust (or its authorized reseller if delivered as authorized by CellTrust) to You, as modified by CellTrust or under CellTrust’s direction, infringes the claimant’s United States patent, copyright, trademark or trade secret (collectively, “Claim”) and shall pay any final judgments awarded or settlements entered into with CellTrust’s prior written authorization, provided that You give prompt written notice to CellTrust of any such Claim and give CellTrust the authority to proceed as contemplated herein. CellTrust shall defend any such Claim and make settlements thereof at its own discretion. You shall have the right, at your option and expense, to participate in the defense of any suit or proceeding through a counsel of your own choosing. You shall give such assistance and information as CellTrust may reasonably require to settle or defend such Claims. In the event any such Claim is brought or threatened, CellTrust may, at its sole option and expense: (a) procure for You the right to continue use of the Products or Services or infringing part; (b) modify or amend the Products or Services or infringing part in such a way as to make the modified Products or Services or infringing part non‐infringing, or replace the Products or Services or infringing part with other products or services having substantially the same capabilities; or (c) if neither of the foregoing is commercially practicable in CellTrust’s reasonable judgment, terminate the Server License, App License or Enterprise Agreement (as applicable) and refund a pro rata portion of the Server License Fees (based on a useful life equal to three (3) years) or the annual License Fees paid by You for the CellTrust Products or Services (for the then existing term), as applicable.
Claim of Infringement. If Microsoft has approved Publisher allowing Xbox LIVE User Content, Publisher shall maintain a procedure for removing Xbox LIVE User Content in the event of a claim of infringement, which procedure shall comply with all applicable laws and regulations. Microsoft may notify Publisher of any complaints Microsoft receives related to Xbox LIVE User Content. Publisher shall remove allegedly infringing Xbox LIVE User Content upon receipt of a third party claim or notice from Microsoft, but in any event no later than [***] after receipt of such claim. Publisher agrees to notify Microsoft as soon [***] of any such claims of infringement and to update Microsoft as to steps taken in response thereto. In order to mitigate escalation of any such claims, Microsoft may in its good faith discretion take control over any such claim and be the sole source of communications to the claimant.
Claim of Infringement. If Microsoft has approved Publisher allowing Xbox Live User Content, Publisher shall maintain a procedure for removing Xbox Live User Content in the event of a claim of infringement, which procedure shall comply with all applicable laws and regulations. Microsoft may notify Publisher of any complaints Microsoft receives related to Xbox Live User Content. Publisher shall remove allegedly infringing Xbox Live User Content upon receipt of a third party claim or notice from Microsoft, but in any event no later than [****] after receipt of such claim. Publisher agrees to notify Microsoft as soon as commercially reasonable (and in any event no later than [****] after receipt) of any such claims of infringement and to update Microsoft as to steps taken in response thereto. In order to mitigate escalation of any such claims, Microsoft may in its good faith discretion take control over any such claim and be the sole source of communications to the claimant.
