Infringement Liability Sample Clauses

Infringement Liability. Any and all Liability to a third party for infringement of such third party’s Intellectual Property rights by the Company based on the Purchased Assets and that arose prior to the Closing Date.
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Infringement Liability. 21.1. The Provider indemnifies BeFo for costs and damages resulting from any claim, action or suit against BeFo on the basis that the use, sale, distribution or other use of the results of the Assignment constitutes infringement of patents, copyright or other intellectual property right, or application thereof, or unauthorised use of know-how, trade secrets or any other right.
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Infringement Liability. Millbrook Technologies shall, at its own expense, indemnify, defend and hold the Referrer, its employees, officers and agents, harmless against any claim, demand or action based upon the allegation that use by the Referral Team of the Web Site, or services provided hereunder, infringes any patent, copyright, trademark, trade secret or other intellectual property right of a third party and shall accordingly pay all costs, damages and legal fees, provided that:
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Infringement Liability. If the HSD Software, HSD Derivative Works, or any Work Product become subject to a claim of infringement for which HSD may become liable and which negatively impacts BCBSNC's use of the HSD Software, HSD may at its option and at its sole expense (i) obtain the right for BCBSNC to continue using the applicable HSD Software and/or Work Product; (ii) replace or modify the HSD Software and/or Work Product to make them non-infringing, so long as the replacement or modification meets the specifications or GSDs for the HSD Software and/or Work Product; or (iii) refund the total amounts BCBSNC has paid to HSD pursuant to the License Agreement and the Development Agreement as follows: (A) the total amount, if the claim of infringement is asserted incident to a judicial proceeding within five (5) years of the Effective Date, (B) two thirds of the total amount, if the claim of infringement is asserted incident to a judicial proceeding at a time more than five (5) but less than ten (10) years after the Effective Date, or (C) one third of the total amount, if the claim of infringement is asserted incident to a judicial proceeding ten (10) years after the Effective Date or thereafter. EXCEPT FOR THESE REMEDIES, HSD SHALL HAVE NO LIABILITY TO BCBSNC, ITS LICENSEES, SUBLICENSEES AND/OR ANY OTHER ENTITY AUTHORIZED TO POSSESS AND/OR UTILIZE THE HSD SOFTWARE UNDER THE TERMS OF THIS MASTER AGREEMENT AND/OR ANY RELATED AGREEMENT, FOR ANY CLAIM OF INFRINGEMENT.
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Infringement Liability. The infringement by any party to any representations, warranties and undertakings in this Agreement, or any articles in this Agreement, shall constitute a breach of this Agreement; the breaching party should indemnify the other party fully and adequately. No matter whether the above mentioned indemnity is paid up, it will not affect the rights enjoyed by Party A in the Equity Pledge Agreement executed on July 8, 2011 with Haxxxxx Xx.
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Infringement Liability. The Company shall defend, indemnify, and hold the Indemnitees harmless from and against any claims brought by a third party alleging that the Indemnitee's use of any Services & Deliverables infringes or violates any Canadian patent, copyright, trade secret or other proprietary right of such third party. The foregoing notwithstanding, the Company will not make any offers of settlement nor enter into any settlement agreements that would restrict the Indemnitees' use of the Services & Deliverables or subject the Indemnitees to any additional obligation with respect to the Services & Deliverables without their prior written consent. The Company may satisfy its indemnity obligation under this section 9.2 by taking one of the following actions as will, in its discretion, rectify the issue:
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Infringement Liability. Seller shall be liable for and, pursuant to Article VIII, Seller shall indemnify and hold harmless the Buyer against all Losses related to the Company’s liability or obligations under any intellectual property law (“IP Liability”) (whether assessed or unassessed) arising from or in connection with:
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Infringement Liability. The infringement by any party to the declarations warrants and undertakings in this Agreement, or any articles in this Agreement shall constitute breaching of this Agreement; the breaching party should indemnify the other party fully and adequately. No matter whether the above mentioned indemnity is paid up, it will not affect the rights enjoyed by Party A in the Share Pledge Agreement executed on 1 May 2004 with Zhu Zhengdong and Yin Baohong respectively.
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Infringement Liability. 9.1 Any and all liabilities, obligations or damages for infringement of Intellectual Property rights of another Person arising from the operation of the Businesses before the Closing shall be deemed a Retained Liability under the Asset Purchase and Sale Agreement for all applicable purposes of the Asset Purchase and Sale Agreement.
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Related to Infringement Liability

  • Infringement Claims You may submit an infringement claim notice to us at our Contact Formavailable here if you have a good faith belief that Your Content has been copied and made accessible through the Services (including as a part of the Service Content or Third Party Content) in violation of your Inte lectual Property Rights. A copyright infringement claims notice must include at (i) the identification of such a legedly infringing materials, including information su ficient for us to locate it within our Services, ( i) a demand that such a legedly infringing materials be removed or access disabled, ( i) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (iv) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is a legedly infringed; (v) contact information for you, such as address, phone number, and, if available, an email address; and (vi) must be signed by you or the person authorized to act on behalf of the owner of the a legedly infringed work (the “Notice Requirements”). Pursuant to 17 U.S.C. 512(c)(3), if the above Notice Requirements are not met, we may disregard the notice. Pursuant 17 U.S.C. 512(f), be advised that knowingly making a material misrepresentation that online material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification, may subject you to heavy civil penalties. These penalties include monetary damages, including costs and attorneys' fees, incurred by the a leged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider who is injured by your misrepresentation. If we make a decision to remove Your Content in response to a complaint, we may notify you and provide you with contact information for the complaining party. You may also object to such determination by writing to our designated agent, which must contain the fo lowing information pursuant to 17 U.S.C. 512(g)(3), (i) your physical or electronic signature; ( i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; ( i) a statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, phone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are located outside of the United States, for any judicial district in which the service provider may be found, and that you wil accept service of process from the person who provided notification under subsection 17 U.S.C. 512(c)(1)(C) or an agent of such person.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

  • Infringement Indemnity Except as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.

  • Infringement of Third Party Rights Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Allergan shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Allergan’s activities under this Agreement at its own expense and by counsel of its own choice, and ACADIA shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Allergan fails to proceed in a timely fashion with regard to such defense, ACADIA shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Allergan shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. ACADIA shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by ACADIA’s activities under this Agreement at its own expense and by counsel of its own choice, and Allergan shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If ACADIA fails to proceed in a timely fashion with regard to such defense, Allergan shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and ACADIA shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such party.

  • Infringement Proceedings Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party will have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party with its reasonable cooperation and assistance with respect to any such infringement proceedings.

  • Infringement Actions 7.1 LICENSEE shall inform UNIVERSITY promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof.

  • Non-Infringement (i) Neither the Company nor any Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Company nor any Subsidiary has any adjudicated or outstanding (including settlements), but unpaid, Liabilities for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business, including (A) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned Intellectual Property and (B) the Company’s and each Subsidiary’s use of any product, device, process or service used in the Business as previously conducted, currently conducted, and as proposed by the Company to be conducted and each Subsidiary, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company and any Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold and there is no basis for any such claims. Neither the Company nor any Subsidiary has been sued in any Legal Proceeding or received any written communications (including any third party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. No Company-Owned Intellectual Property or Company Product, or to the knowledge of the Company, any Company Intellectual Property, is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. Neither the Company nor any Subsidiary has received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company or any Subsidiary, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights.

  • DEFECT LIABILITY It is agreed that in case any structural defect or any other defect in workmanship, quality or provision of services or any other obligations of the Promoter as per the agreement for sale relating to such development is brought to the notice of the Promoter within a period of 5 (five) years by the Allottee from the date of handing over possession, it shall be the duty of the Promoter to rectify such defects without further charge, within 30 (thirty) days, and in the event of Promoter's failure to rectify such defects within such time, the aggrieved Allottees shall be entitled to receive appropriate compensation in the manner as provided under the Act.

  • Intellectual Property Infringement Indemnification 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

  • Intellectual Property Infringement The Supplier warrants that the use or supply by UNDP of the goods sold under this Purchase Order does not infringe any patent, design, trade-name or trade-mark. In addition, the Supplier shall, pursuant to this warranty, indemnify, defend and hold UNDP and the United Nations harmless from any actions or claims brought against UNDP or the United Nations pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection with the goods sold under this Purchase Order.

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