Common use of Infringement Remedy Clause in Contracts

Infringement Remedy. Primus shall defend and indemnify Distributor against any proceeding based upon any failure to satisfy the warranties set forth in Section 9.3.3 and paragraphs A.3 and B.3 of Schedule 5, as Distributor's sole remedy, provided that: (i) Distributor shall notify Primus in writing of any claim of infringement promptly after it has been made; (ii) Primus or its licensors shall have exclusive control over the defense and settlement of the proceeding; (iii) Distributor shall make no admission of liability nor enter into any settlement without the prior written agreement of Primus; (iv) Distributor shall provide such assistance in defense of the proceeding as Primus or its licensors may reasonably request, at Primus' reasonable expense; and (v) Distributor shall comply with any court order or settlement made in connection with the proceeding. If use of the Software is, or in Primus' reasonable opinion is likely to become, the subject of a claim of infringement of any intellectual property right of any third party, then Primus may: (a) procure the continuing right of Distributor to use the Software; (b) replace or modify the Software in a functionally equivalent manner so that it no longer infringes; or (c) except as otherwise specified in Schedule 5, terminate the Distribution Term with respect to the Software subject to the infringement claim and refund to Distributor an amount equal to the depreciated license fees paid by Distributor for such Software (calculated on a straight line basis over a five (5) year life).

Infringement Remedy. Primus Xxxxxx XX shall defend and indemnify Distributor Licensee against any proceeding based upon any failure to satisfy the warranties set forth in Section 9.3.3 6.1.3 and paragraphs paragraph A.3 and B.3 of Schedule 5, as Distributor's sole remedy2, provided that: that (ia) Distributor Licensee shall notify Primus Xxxxxx XX in writing of any claim of infringement promptly after it has been made; , (iib) Primus Xxxxxx XX or its licensors shall have exclusive control over the defense and settlement of the proceeding; , (iiic) Distributor Licensee shall make no admission of liability nor enter into any settlement without the prior written agreement of Primus; Xxxxxx XX, (ivd) Distributor Licensee shall provide such assistance in defense of the proceeding as Xxxxxx XX or Primus or its KK's licensors may reasonably request, at Primus' Primus KK's reasonable expense; , and (ve) Distributor Licensee shall comply with any court order or settlement made in connection with the proceeding. If use of the Software is, or in Primus' Primus KK's reasonable opinion is likely to become, the subject of a claim of infringement of any intellectual property right of any third party, then Primus mayXxxxxx XX shall have the right to: (ai) procure the continuing right of Distributor Licensee to use the Software; (bii) replace or modify the Software in a functionally equivalent manner so that it no longer infringes; or (ciii) except as otherwise specified in Schedule 52, terminate the Distribution Term License with respect to the Software subject to the infringement claim and refund to Distributor Licensee an amount equal to the depreciated license License fees paid by Distributor Licensee for such Software (calculated on a straight line basis over a five (5) year life).