Obligation to Replace. If any resource or item (or the access or rights thereto) provided by a Party pursuant to this Agreement is, or in such Party’s reasonable judgment is likely to become, the subject of an infringement Claim, the providing Party, at its expense (and in addition to any indemnification obligation) shall use reasonable efforts to procure for the other Party the right to use and continue using such resource or item or replace it with a non-infringing equivalent or modify it to make its use non-infringing; provided, however, that any such replacement or modification does not result in a degradation of the performance or quality of the resource or item. If such procurement or replacement is not available on commercially reasonable terms in the providing Party’s reasonable judgment, the providing Party shall so notify the other Party, whereupon the other Party shall cease to use such resource or item and return it to the providing Party and the Parties shall equitably adjust the applicable Fees accordingly. In such event, the Parties shall seek to establish acceptable alternative arrangements and to make any appropriate adjustments to their respective obligations under this Agreement though the execution of a Change Order.
Obligation to Replace. In the event that any use of the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents, is, or in Chordiant’s opinion is likely to be, (i) found to infringe upon or misappropriate the Intellectual Property Rights of any third party or (ii) enjoined, Supplier shall, with Chordiant’s consent and at Supplier’s own cost and expense and in such a manner as to minimize disturbance to Chordiant’s business activities:
Obligation to Replace. In the case of a breach of Section 15.02(7), or a Claim with respect to such Section, Cognizant Group shall use its best efforts to either: (1) procure for NAIC Group the right to continue using or receiving the applicable Cognizant Resource; or (2) replace or modify the applicable Cognizant Resource to be non-infringing without degradation or loss of functionality. If neither remedy is possible, NAIC Group may receive a refund of all Fees for such Cognizant Resource to the extent NAIC Group returns or certifies destruction of the applicable Cognizant Resource.
Obligation to Replace. If the Lessor calls on the Security, or the Rent is increased, then no later than 14 days after the Lessor gives the Lessee a notice asking for it, the Lessee must deliver to the Lessor a replacement or additional Security so that the amount guaranteed is the Security Amount.
Obligation to Replace. In the event that any Materials, or LS&Co.’s receipt and use of the Materials as contemplated under this Agreement is, or in LS&Co.’s opinion is likely to be found to infringe upon or misappropriate the Intellectual Property Rights of any third party or enjoined, Supplier shall, with LS&Co.’s consent and at Supplier’s own cost and expense and in such a manner as to minimize disturbance to LS&Co.’s business activities: (a) obtain for LS&Co. the right to continue using the Materials; or (b) modify or replace the Materials, so that it is no longer infringing (provided that such modification or replacement does not degrade the functionality, performance or quality of the affected Materials). In addition to the remedies set forth above, Supplier shall remain responsible for providing Services in accordance with this Agreement. If Supplier is unable, after using all reasonable efforts, to promptly implement the measures described in this Section 26.3 LS&Co. may, upon notice to Supplier: (x) obtain from a third party or itself provide those Services which Supplier failed to provide, and adjust the Charges to account for the corresponding reduction in Services after good faith discussions with Supplier regarding such adjustment; or (y) terminate this Agreement, in whole or in part, without payment of any Termination Charge, as of the date specified by LS&Co. in its notice of termination.
Obligation to Replace. (a) Lessee will promptly replace (or cause to be replaced) any Part which has become unserviceable, worn out, lost, destroyed, damaged beyond reasonable repair or otherwise unfit for use, time expired, or which requires repair, overhaul, modification, repetitive inspections or testing, if the Lessee is to fulfill its obligations under Clause 12.14 (Maintenance), or which has been confiscated, with an item of the same make and model or an improved or advanced version thereof, and having the same or greater value and utility to the Part replaced assuming such replaced Part were in the condition and repair required to be maintained by the terms hereof.
Obligation to Replace. In the case of a breach of Section 15.02(7), or a Claim with respect to such Section, Milliman Group shall either: (1) procure for Voya Group the right to continue using or receiving the applicable Milliman Resource; or (2) replace or modify the applicable Milliman Resource to be non-infringing without material degradation or loss of material functionality.
Obligation to Replace. In the event that any use of the Services, any technology used to provide the Services, or any item provided to Michaels by Supplier or Supplier Agents, in the provision of the Services is, or in Michaels’ opinion is likely to be found to infringe upon or misappropriate the Intellectual Property Rights of any third party or enjoined, Supplier shall, with Michaels’ consent and at Supplier’s own cost and expense and in such a manner as to minimize disturbance to Michaels’ business activities:
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Obligation to Replace. In addition to the obligations of Section 27.02, in the event that the AMO Entities’ use of the Developed Software, the Work Product, the IBM Software, any enhancements or modifications to the AMO Software performed by IBM or IBM Staff or any other materials or items provided to the AMO Entities by IBM or IBM Staff (each, as applicable, the “Indemnified Component”; collectively, the “Indemnified Components”) (1) infringes upon the copyright, patent, trademark or trade secret rights of any third party or (2) is enjoined or any AMO Entity’s use of any of the Covered Services is enjoined due to any such Indemnified Component, IBM shall, within thirty (30) days after notification such infringement or order, and at IBM’s own cost and expense and in such a manner as to minimize disturbance to AMO business activities:
