LIMITED INDEMNITY AGAINST INFRINGEMENT Sample Clauses

LIMITED INDEMNITY AGAINST INFRINGEMENT. Unless otherwise provided by the limitation of liability herein, NI shall, at its own expense, defend any litigation resulting from sales of NI’s Products to the extent that such litigation alleges that the Products or any part thereof infringes any patent, copyright or trademark, provided that such claim does not arise from the use of the Products in combination with equipment or devices not made by NI or from modification of the Products, and further provided that Customer notifies NI immediately upon its obtaining notice of such impending claim and cooperates fully with NI in preparing a defense. If Customer provides to NI the authority, assistance and information NI needs to defend or settle such claim, NI shall pay any final award of damages in such suit and any expense Customer incurs at NI's written request. NI shall not be liable for any settlement made without NI’s prior written consent. Notwithstanding the foregoing indemnity, NI shall have no obligation under this clause for any claims of Infringement by the Products or Services outside the geographical boundaries of the United States, Canada, Mexico, Japan, Australia, Switzerland, Norway, the United Kingdom or the European Union. NI shall have no obligation under this clause for any claim relating to or arising from (a) Customer’s modifications of Hardware, Software or Services; (b) failure to use Hardware, Software or Services in accordance with the applicable documentation provided by NI; (c) the combination, operation, or use of Hardware, Software or Services with any hardware, software or service not provided by NI; (d) the compliance of NI with Customer’s specifications or directions, including the incorporation of any software or other materials provided by or requested by Customer; or (e) Non-NI Branded Products. The foregoing states the Customer's sole remedy for, and the entire liability and responsibility of NI for, infringement of any patent, trademark, or copyright or other intellectual property rights. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. In any event, if NI believes in its reasonable opinion the Hardware, Software or Services may be alleged to be infringing, for the purposes of mitigating any potential damages, NI may, at its sole discretion, (i) procure for the Customer the right to continue to use the hardware, Software or Services; (ii) replace them with comparable Hardware, Software or Services that are free of such...
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LIMITED INDEMNITY AGAINST INFRINGEMENT. [COMPANY]shall, at its own expense, defend any litigation resulting from sales of the Products to the extent that such litigation alleges that the Products or any part thereof infringes any patent, copyrig[COMPANY], or trademark, provided that such claim does not arise from the use of the Products in combination with equipment or devices not made by [COMPANY]or from modification of the Products, and further provided that Customer notifies [COMPANY]immediately upon its obtaining notice of such impending claim and cooperates fully with [COMPANY]in preparing a defense. If Customer provides to [COMPANY]the authority, assistance, and information [COMPANY]needs to defend or settle such claim, [COMPANY]shall pay any final award of damages in such suit and any expense Customer incurs at [COMPANY]'s written request, but [COMPANY]shall not be liable for a settlement made without its prior written consent. If the Products are held to be infringing and the use thereof is enjoined, [COMPANY]shall, at its option, either (i) procure for the Customer the rig[COMPANY]to use the Products, (ii) replace the Products with others which do not constitute infringement, or (iii) remove the infringing Products and refund the payment(s) made therefor by Customer. To the maximum extent permitted by article 1229 of the Italian Civil Code, the foregoing states the Customer's sole remedy for, and [COMPANY]'s entire liability and responsibility for, infringement of any patent, trademark, or copyrig[COMPANY]relating to the Products provided hereunder. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT.
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LIMITED INDEMNITY AGAINST INFRINGEMENT. ImagingLab shall, at its own expense, defend any litigation resulting from sales of the Products to the extent that such litigation alleges that the Products or any part thereof infringes any patent, copyright, or trademark, provided that such claim does not arise from the use of the Products in combination with equipment or devices not made by ImagingLab or from modification of the Products, and further provided that Customer notifies ImagingLab immediately upon its obtaining notice of such impending claim and cooperates fully with ImagingLab in preparing a defense. If Customer provides to ImagingLab the authority, assistance, and information ImagingLab needs to defend or settle such claim, ImagingLab shall pay any final award of damages in such suit and any expense Customer incurs at ImagingLab written request, but ImagingLab shall not be liable for a settlement made without its prior written consent. If the Products are held to be infringing and the use thereof is enjoined, ImagingLab shall, at its option, either (i) procure for the Customer the right to use the Products, (ii) replace the Products with others which do not constitute infringement, or (iii) remove the infringing Products and refund the payment(s) made therefore by Customer. The foregoing states the Customer's sole remedy for, and ImagingLab entire liability and responsibility for, infringement of any patent, trademark, or copyright relating to the Products provided hereunder. This limited indemnity is in lieu of any other statutory or implied warranty against infringement.
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LIMITED INDEMNITY AGAINST INFRINGEMENT. HT shall, at its own expense, defend any litigation resulting from sales of the Products to the extent that such litigation alleges that the Products or any part thereof infringes any patent, copyright, or trademark, provided that such claim does not arise from the use of the Products in combination with equipment or devices not made by HT or from modification of the Products, and further provided that Customer notifies HT immediately upon its obtaining notice of such impending claim and cooperates fully with HT in preparing a defense. If Customer provides to HT the authority, assistance, and information HT needs to defend or settle such claim, HT shall pay any final award of damages in such suit and any expense Customer incurs at HT's written request, but HT shall not be liable for a settlement made without its prior written consent. If the Products are held to be infringing and the use thereof is enjoined, HT shall, at its option, either (i) procure for the Customer the right to use the Products, (ii) replace the Products with others which do not constitute infringement, or (iii) remove the infringing Products and refund the payment(s) made therefor by Customer. To the maximum extent permitted by article 1229 of the Italian Civil Code, the foregoing states the Customer's sole remedy for, and HT's entire liability and responsibility for, infringement of any patent, trademark, or copyright relating to the Products provided hereunder. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT.
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Related to LIMITED INDEMNITY AGAINST INFRINGEMENT

  • NO WARRANTY BY CITY AGAINST INFRINGEMENTS The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor.

  • Indemnification Against Third-Party Claims Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined).

  • INDEMNIFICATION RELATING TO INFRINGEMENT The Contractor will also defend, indemnify and hold the Authorized Users harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a) such claim arises solely out of the Products as supplied by the Contractor, and not out of any modification to the Products made by Authorized User or by someone other than Contractor at the direction of the Authorized User without Contractor’s approval, or by reason of an off-the-shelf component; and b) Authorized User gives Contractor prompt written notice of any such action, claim suit or threat of suit alleging infringement. The Authorized User shall give Contractor the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and to provide assistance in the defense of any such action, claim or suit at the expense of Contractor. Such indemnity shall only be applicable in the event of claims, judgments, liabilities and/or costs that may be finally assessed against Authorized User in any action for infringement of a patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the Authorized Users negligent act, failure to act, gross negligence or willful misconduct. If usage of a Product shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User the right to continue usage (ii) to modify the service or Product so that usage becomes non-infringing, and is of at least equal quality and performance; or (iii) to replace such Product or parts thereof, as applicable, with non-infringing Product of at least equal quality and performance. If the above remedies are not available, the parties shall terminate the Contract, in whole or in part as necessary and applicable, provided that the Authorized User is given a refund for any amounts paid for the period during which usage was not feasible. In the event that an action at law or in equity is commenced against the Authorized User arising out of a claim that the Authorized User's use of the Product under the Contract infringes any patent, copyright, trademark, trade secret or proprietary right, and Contractor is of the opinion that the allegations in such action in whole or in part are not covered by the indemnification and defense provisions set forth in the Contract, Contractor shall immediately notify the Authorized User and the Office of the Attorney General in writing and shall specify to what extent Contractor believes it is obligated to defend and indemnify under the terms and conditions of the Contract and to what extent it is not so obligated to defend and indemnify. Contractor shall in such event protect the interests of the Authorized User and seek to secure a continuance to permit the Authorized User to appear and defend their interests in cooperation with Contractor, as is appropriate, including any jurisdictional defenses the Authorized User may have. This constitutes the Authorized User’s sole and exclusive remedy for patent infringement, or for infringement of any other third party proprietary right.

  • INDEMNITY FOR INFRINGEMENT CLAIMS EXCEPT TO THE EXTENT ARISING FROM MATERIALS PROVIDED TO CONTRACTOR BY UNIVERSITY, WHICH MATERIALS ARE UTILIZED BY CONTRACTOR IN THEIR UNALTERED FORM AND WITHOUT LIMITING THE GENERALITY OF THE INDEMNIFICATION CLAUSE REFERENCED IN THE HOLD HARMELSS SECTION BELOW, CONTRACTOR EXPRESSLY AGREES TO INDEMNIFY AND HOLD HARMLESS UNIVERSITY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, AND DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS THAT THE DELIVERABLES INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY. The indemnity under this Section will not apply to the extent such alleged or actual infringement arises as a result of (i) modifications of such work made by University which were not approved by Contractor, or (ii) Contractor’s compliance with any of University’s designs, specifications or instructions. In the event that a court of competent jurisdiction determines in a final, non-appealable order that the work is infringing in a manner for which Contractor is obligated to indemnify University pursuant to this Section, Contractor will, at its option, either (1) procure for University the right to continue using such infringing work; (2) replace the infringing work with a non-infringing item of like form, fit or function; or (3) modify the work so that it no longer infringes.

  • 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.

  • Insurance against liability Nothing in this Agreement requires an employer to insure against liability for accident pay.

  • Warranty Against Defects Subdivider shall warrant all Subdivision public improvements to be free from defects and shall make all necessary repairs or modification to the Subdivision for a period of Three (3) years from acceptance of dedication of public improvements of the final phase of the Subdivision by the City of Avon. If the Subdivider fails to meet the warranty obligations in a timely manner, the City of Avon may contract with any other party for the necessary work or use its own employees to perform the work and to be reimbursed by the Subdivider or, if sufficient funds are available, to draw upon the financial guarantees provided in this Agreement.

  • LIMITATION OF OUR LIABILITY We are not responsible or liable to you or any supplementary cardmember for: • any delay or failure by a merchant to accept the card, • goods and services you charge to your account, including any dispute with a merchant about goods and services charged to your account, • any costs, damages or expenses arising out of our failure to carry out our obligations under this agreement if that failure is caused by a third party or because of a systems failure, data processing failure, industrial dispute or other action outside our control, and • loss of profits or any incidental, indirect, consequential, punitive or special damages regardless of how they arise. For example, we will not be liable to you or any supplementary cardmember for any malfunction or failure of the card or refusal by a merchant to accept the card. QUEBEC DISCLOSURES The following section is only applicable to residents of Quebec Clause required under the Consumer Protection Act. (Open credit contract for the use of a credit card)

  • Infringement Indemnification If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.

  • Indemnity and Exclusion of Liability 31.1 Save for Losses arising directly from our gross negligence, fraud or wilful default, we shall not be responsible or liable to you for any Losses suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with:

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