Common use of CLAIMS OF INFRINGEMENT Clause in Contracts

CLAIMS OF INFRINGEMENT. 11.1. If a third party asserts a claim against Licensee or its Related Parties alleging that their possession or use of the Licensed Materials in compliance with the Agreement infringes an intellectual property right of a third party that arises or is enforceable under the laws of the United States or, if in Xxxxxx Mae's opinion such a claim is likely to be made, Xxxxxx Mae may at its option and expense, (a) procure for Licensee the right to continue to access and use the Licensed Materials, (b) replace the Licensed Materials to avoid infringement, (c) modify the Licensed Materials to avoid infringement, or (d) terminate the relevant license(s) and Schedule(s) without Xxxxxx Xxx having any liability to Licensee relating to such termination. THE PROVISIONS IN THIS SECTION 11 ARE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND XXXXXX MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE OR ITS RELATED PARTIES ALLEGING INTELLECTUAL PROPERTY INFRINGEMENT. ✓ Xxxxxx Xxx (and its Third‐Party Licensors) have no obligation to the extent that any claim of infringement is based upon Licensee's:  access or use of the Licensed Materials in violation of the Agreement,  integration, modification or marking of the Licensed Materials, or any portion of the Licensed Materials, where, in the absence of such integration, modification or marking, the Licensed Materials would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Mae),  use of the Licensed Materials in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing,  use of a superseded version of the Licensed Materials if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxx,  use of the Licensed Materials in practicing any infringing process,  use of the Licensed Materials in a manner for which they were not designed,  activities after Xxxxxx Mae has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement,  designs, specifications or instructions, or  use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of the Selling Guide, where Licensee is an SF Lender, or of Appendix A, where Licensee is not.

CLAIMS OF INFRINGEMENT. 11.1. If a third party asserts a claim against Licensee or its Related Parties alleging that their possession or use of the Licensed Materials in compliance with the Agreement infringes an intellectual property right of a third party that arises or is enforceable under the laws of the United States or, if in Xxxxxx Mae's opinion such a claim is likely to be made, Xxxxxx Mae may at its option and expense, (a) procure for Licensee the right to continue to access and use the Licensed Materials, (b) replace the Licensed Materials to avoid infringement, (c) modify the Licensed Materials to avoid infringement, or (d) terminate the relevant license(s) and Schedule(s) without Xxxxxx Xxx having any liability to Licensee relating to such termination. THE PROVISIONS IN THIS SECTION 11 ARE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND XXXXXX MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE OR ITS RELATED PARTIES ALLEGING INTELLECTUAL PROPERTY INFRINGEMENT. ✓ Xxxxxx Xxx (and its Third‐Party Third-Party Licensors) have no obligation to the extent that any claim of infringement is based upon Licensee's:  • access or use of the Licensed Materials in violation of the Agreement,  • integration, modification or marking of the Licensed Materials, or any portion of the Licensed Materials, where, in the absence of such integration, modification or marking, the Licensed Materials would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Mae),  • use of the Licensed Materials in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing,  • use of a superseded version of the Licensed Materials if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxx,  • use of the Licensed Materials in practicing any infringing process,  • use of the Licensed Materials in a manner for which they were not designed,  • activities after Xxxxxx Mae has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement,  • designs, specifications or instructions, or  • use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of the Selling Guide, where Licensee is an SF Lender, or of Appendix A, where Licensee is not.

CLAIMS OF INFRINGEMENT. 11.1. If a third party asserts a claim against Licensee or its Related Parties alleging that their possession or use of the Licensed Materials in compliance with the Agreement infringes an intellectual property right of a third party that arises or is enforceable under the laws of the United States or, if in Xxxxxx Mae's opinion such a claim is likely to be made, Xxxxxx Mae Xxx may at its option and expense, (a) procure for Licensee the right to continue to access and use the Licensed Materials, (b) replace the Licensed Materials to avoid infringement, (c) modify the Licensed Materials to avoid infringement, or (d) terminate the relevant license(s) and Schedule(s) without Xxxxxx Xxx Mae having any liability to Licensee relating to such termination. THE PROVISIONS IN THIS SECTION 11 ARE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND XXXXXX MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE OR ITS RELATED PARTIES ALLEGING INTELLECTUAL PROPERTY INFRINGEMENT. ✓ Xxxxxx Xxx Mae (and its Third‐Party Third-Party Licensors) have no obligation to the extent that any claim of infringement is based upon Licensee's:  access or use of the Licensed Materials in violation of the Agreement,  integration, modification or marking of the Licensed Materials, or any portion of the Licensed Materials, where, in the absence of such integration, modification or marking, the Licensed Materials would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx MaeXxx),  use of the Licensed Materials in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing,  use of a superseded version of the Licensed Materials if infringement could have been avoided by the use of the current version provided by Xxxxxx XxxMae,  use of the Licensed Materials in practicing any infringing process,  use of the Licensed Materials in a manner for which they were not designed,  activities after Xxxxxx Mae Xxx has notified Licensee that Xxxxxx Xxx Mae believes such activities may result in such infringement,  designs, specifications or instructions, or  use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of the Selling Guide, where Licensee is an SF Lender, or of Appendix A, where Licensee is not.

CLAIMS OF INFRINGEMENT. 11.1. If a third party asserts a claim against Licensee or its Related Parties alleging that their possession or use of the Licensed Materials in compliance with the Agreement infringes an intellectual property right of a third party that arises or is enforceable under the laws of the United States or, if in Xxxxxx Fannie Mae's opinion such a claim is likely to be made, Xxxxxx Mae Xxx may at its option and expense, (a) procure for Licensee the right to continue to access and use the Licensed Materials, (b) replace the Licensed Materials to avoid infringement, (c) modify the Licensed Materials to avoid infringement, or (d) terminate the relevant license(s) and Schedule(s) without Xxxxxx Xxx having any liability to Licensee relating to such termination. THE PROVISIONS IN THIS SECTION 11 ARE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND XXXXXX FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE OR ITS RELATED PARTIES ALLEGING INTELLECTUAL PROPERTY INFRINGEMENT. ✓ Xxxxxx Xxx (and its Third‐Party Third-Party Licensors) have no obligation to the extent that any claim of infringement is based upon Licensee's:  access or use of the Licensed Materials in violation of the Agreement,  integration, modification or marking of the Licensed Materials, or any portion of the Licensed Materials, where, in the absence of such integration, modification or marking, the Licensed Materials would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx MaeXxx),  use of the Licensed Materials in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing,  use of a superseded version of the Licensed Materials if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxx,  use of the Licensed Materials in practicing any infringing process,  use of the Licensed Materials in a manner for which they were not designed,  activities after Xxxxxx Mae Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement,  designs, specifications or instructions, or  use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of the Selling Guide, where Licensee is an SF Lender, or of Appendix A, where Licensee is not.