Infringing Equipment. If Contractor’s performance of the Work or the manufacture of any Deliverable Item or any part thereof or the normal intended use, lease or sale or other disposition of any Deliverable Item or any part thereof under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall, at its option and expense (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for the Indemnified Companies the right to use the infringing item, and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with Exhibit B, Performance Specification (as such may be modified or waived pursuant to Article 9.4 or Article 11.6, as applicable). Purchaser shall reasonably cooperate with Contractor to mitigate or remove any infringement. If Contractor is Use or disclosure of the data contained on this sheet is subject to the restriction on the title page. unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have the right to terminate this Contract, in whole or in part, with respect to such Deliverable Item, return such Deliverable Item(s) to Contractor (in space, with respect to an in-orbit Satellite), and receive a refund of the amounts paid by Purchaser hereunder for such terminated Deliverable Item(s) less a reasonable allowance for depreciation.
Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use, lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Boeing shall, at its option and expense, (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for the Indemnified Parties the right to use the infringing item, and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Satellite Performance Specification (as such may be modified or waived pursuant to Article 7.4 (Waivers and Deviations) or Article 9.6 (Waivers and Deviations), as applicable). Customer shall, at Boeing’s expense, reasonably cooperate with Boeing to mitigate or remove any infringement. If Boeing is unable to accomplish (i), (ii) or (iii) as stated above, prior to Launch, Customer shall have the right to terminate this Contract, in whole or in part, and receive a refund of the amounts paid to Boeing for such terminated items, less a reasonable allowance for use and depreciation.
Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use, lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall, [***].
Infringing Equipment. If the design or manufacture of any Deliverable Item or the normal intended use, lease, sale or other disposition of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for Purchaser the right to use the infringing item or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Performance Specification (as may be waived pursuant to Article 9.4) in all respects. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have right to terminate this Contract with respect to such Deliverable Item, return such Deliverable Item to Contractor (in space, with respect to an in-orbit Satellite), and receive [CONFIDENTIAL INFORMATION REDACTED].
Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use, lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Boeing shall, at its option and expense, (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for the Indemnified Parties the right to use the infringing item, and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Satellite Performance Specification (as such may be modified or waived pursuant to Article 7.4 (Waivers and Deviations) or Article 9.6 (Waivers and Deviations), as applicable). Customer shall, at Boeing’s expense, reasonably cooperate with Boeing to mitigate or remove any infringement. If Boeing is unable to accomplish (i), (ii) or (iii) as stated above, prior to Launch, Customer shall have the right to terminate this Contract, in whole or in part, and receive a refund of the amounts paid to Boeing for such terminated items, less a reasonable allowance for use and depreciation. INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS (***). COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT.
Infringing Equipment. If Contractor’s performance of the Work or the manufacture of any Deliverable Item or any part thereof or the normal intended use, manufacture, lease sale, or other disposition of any Deliverable Item or any part thereof under this Contract is enjoined or otherwise prohibited as a result of an Intellectual Property Claim, Contractor shall, at its option and expense (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for Purchaser the right to use the infringing item, and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Performance Specification (as such may be modified or waived pursuant to Article 9.1.4 or Article 11.8, as applicable). Purchaser shall reasonably cooperate with Contractor to mitigate or remove any infringement. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have the right to terminate this Contract, in whole or in part, and receive [***].
Infringing Equipment. If Contractor’s performance under this Contract, the design, manufacture or operation of the Launch Vehicle, Dispenser or Contractor’s provision of Launch Services, or any part thereof is enjoined or otherwise prohibited as a result of an Intellectual Property Claim, Contractor shall, at its option and expense, (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for Customer the right to use the infringing item, and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the requirements of this Contract. Customer shall, at Contractor’s expense, reasonably cooperate with Contractor to mitigate or remove any infringement. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Customer shall have the right to terminate any or all of the Launch Services yet to be performed under this Contract and receive a refund of all payments made by Customer relating to such terminated Launch Services, as well as all excess re-procurement costs directly associated with replacing any Launch Service with a substantially similar launch service, procured on substantially similar terms and conditions on commercially competitive terms and conditions, including price).
Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use, lease, sale or other disposition of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for Purchaser the right to use the infringing item or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Performance Specification (as may be waived pursuant to Article 9.4). If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have right to terminate this Contract with respect to
Infringing Equipment. If any Equipment provided by Seller under this Agreement becomes, or in Seller’s reasonable opinion is likely to become, the subject of a Claim under this Article, or if as a result of such Claim, or the settlement thereof, the production, use, license, sale, marketing or transfer of the Equipment is prohibited or enjoined, Seller may, at its sole expense, at its option, do one or more of the following: (a) obtain for Purchasers the right to use the infringing Equipment without any additional cost to Purchasers, (b) modify the infringing Equipment so that it becomes non-infringing, while remaining in compliance with the Specifications in all material respects, subject to TWC’s technical approval, or (c) replace the Equipment with a non-infringing product that performs substantially the same functions in substantially the same manner, while remaining in compliance with the Specifications in all respects so as to permit the installation and use of such Equipment in Purchaser’s Systems utilizing the Equipment. If none of the remedies set forth in clauses (a), (b) or (c) are reasonably practicable, then Seller shall have the right, at Seller’s sole discretion, to remove such Equipment from this Agreement and require Purchasers to return such Equipment to Seller, and in such event Seller shall refund to such Purchasers the original purchase price paid to Seller for such Equipment, less depreciation based on an [**] straight-line assumed useful life, plus the unearned portion of the fee for any Extended Warranty Contract and of any fee for Support Services that has been paid in advance. The liability of Seller with respect to any and all claims of infringement or violation of any intellectual property rights in connection with the Equipment and Services shall be limited to the specific undertakings contained in this Article 14.
Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use, lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for Purchaser the right to use the infringing item or (iii) modify the infringing item so that it becomes noninfringing while remaining in compliance with the Performance Specification in all respects. If Contractor is unable to accomplish (i), (ii) or (iii), Purchaser shall have right to terminate this Contract, return the Deliverable Item to Contractor, and receive a refund of the price of such Deliverable Item (less a reasonable allowance for depreciation).
