Supplier's Duty To Defend Sample Clauses

Supplier's Duty To Defend. Except as provided in Section 14.4 below, Supplier will defend and hold harmless Philips and its Subsidiaries, Subcontractors and customers from any claim that any OEM Product, any combination of an OEM Product with an Philips Product, any Software, Documentation or a Supplier Xxxx, or any product provided as part of Supplier's Support services constitutes an unauthorized use or infringement of any third party's Intellectual Property Rights. Supplier will pay all costs; damages and expenses (including reasonable attorneys' fees) incurred by Philips, its Subsidiaries, Subcontractors or customers and will pay any award with respect to any such claim or agreed to in any settlement of that claim.
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Supplier's Duty To Defend. Except as provided in Section 15.4 and conditioned upon HP’s satisfaction of its obligations under Section 15.2, Supplier will, to the maximum extent permitted by law, [***] (individually, an “Indemnitee” and collectively, “Indemnitees”) [***]
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Supplier's Duty To Defend. Supplier will defend, indemnify and hold harmless GEMS-IT, its Affiliates and its Subsidiaries, subcontractors and customers from any claim that any OEM Product, any Software, Documentation or a Supplier Mxxx, or any product provided as part of Supplier’s support services constitutes an unauthorized use or infringement of any third party’s Intellectual Property [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the commission. FINAL EXECUTABLE VERSION dated 7-29-03 GEMS-IT — Cardiac Science OEM Agreement for AED and CRM Rights. Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by GEMS-IT, its Subsidiaries, subcontractors or customers and will pay any award with respect to any such claim or agreed to in any settlement by Supplier of such a claim.
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Supplier's Duty To Defend. Except as provided in Section 15.4 below, Supplier will defend and hold harmless Agilent and its Subsidiaries, Subcontractors and customers from any claim that any OEM Product, any Software, Documentation or a Supplier Xxxx constitutes an unauthorized use or infringement of any third party's Intellectual Property Rights. Supplier will pay all costs, damages and expenses (including reasonable attorneys' fees) incurred by Agilent, its Subsidiaries, Subcontractors or customers and will pay any award with respect to any such claim or agreed to in any settlement of that claim.
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Supplier's Duty To Defend. Supplier will defend any claim, suit or proceeding brought against *********, its Subsidiaries, subcontractors and customers based on a claim that any OEM Product, including Software, Documentation or a Supplier Mark, constitutes an unauthorized use or infringement of any third party's Intellectual Property Rights. Supplier agrees to pay all damages and costs, including attorney's fees, awarded against *********, its Subsidiaries, subcontractors and customers, or agreed to by Supplier in settlement of such claim.
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Supplier's Duty To Defend. Except as provided in this Section 15.1, Supplier will defend and hold harmless Agilent and its Subsidiaries, Subcontractors and customers from any claim that: (A) any OEM Product, any Software, Documentation or a Supplier Xxxx, or any product provided as part of Supplier’s Support services constitutes an unauthorized use or infringement of any third party’s Intellectual Property Rights; or (B) a violation of Section 7.3 above; provided, however, that with respect to both (A) and (B): (i) Agilent shall have provided Supplier notice of the claim pursuant to Section 15.2; and (ii) Supplier shall have sole control and authority with respect to the defense, settlement and compromise thereof. Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by Agilent, its Subsidiaries, Subcontractors or customers and will pay any award with respect to any such claim or agreed to in any settlement of that claim in accordance with the terms of this Section 15.1. Supplier shall have no obligation for any claim of unauthorized use or infringement arising from: (i) any combination of the OEM Product with products not supplied by Supplier, where such unauthorized use or infringement would not have occurred but for such combination; (ii) the adaptation or modification of the OEM Product, where such unauthorized use or infringement would not have occurred but for such adaptation or modification; (iii) the use of the OEM Product in an application for which it was not designed or intended, where such unauthorized use or infringement would not have occurred but for such use; (iv) Agilent's continued use of a version of an OEM Product other than the most recently released version, where such unauthorized use or infringement would not have occurred if such most recently released version had been used; or (v) a claim based on intellectual property rights owned by Agilent or any of its Affiliates.
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Related to Supplier's Duty To Defend

  • Duty to Defend Contractor shall defend the County, its employees, officials, and agents, by attorneys and other professionals reasonably approved by them against any claims, suits, actions or proceedings related to the losses, liabilities, and indemnity set forth in §7(b)(i) and (ii) above. In no event shall any matter be settled without prior approval by the County.

  • Right to Defend Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

  • Failure to Defend If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

  • Suppliers While employed by the Company, and for one (1) year thereafter, Employee shall not cause or induce, or attempt to cause or induce, any person or firm supplying goods, services or credit to the Company or any of its affiliates to diminish or cease furnishing such goods, services or credit.

  • Resellers Does the vendor have resellers that it will name under this contract? Resellers are defined as other companies that sell your products under an agreement with you, the awarded vendor of TIPS. No Pricing discount percentage are guaranteed for? Does the vendor agrees to honor the proposed pricing discount percentage off regular catalog (as defined in the RFP document), website, store or shelf pricing for the term of the award? YES

  • Product Warranty Claims When we receive a valid warranty claim for an HP hardware or software product, HP will either repair the relevant defect or replace the product. If HP is unable to complete the repair or replace the product within a reasonable time, Customer will be entitled to a full refund upon the prompt return of the product to HP (if hardware) or upon written confirmation by Customer that the relevant software product has been destroyed or permanently disabled. HP will pay for shipment of repaired or replaced products to Customer and Customer will be responsible for return shipment of the product to HP.

  • Vendors (a) Section 4.28(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top ten (10) vendors based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2020 (the “Top Vendors”).

  • Product Warranties 22 Section 2.26

  • Subcontractors The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all its subcontracted work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority-owned small businesses. The Contractor may contact the OSD at xxxxxxx@xxx.xxxxxxxxx.xxx for information on certified small business enterprises available for subcontracting opportunities.

  • CLAIMS FOR DAMAGES 7.4.1 Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the other party or of any of his / her employees, agents or others for whose acts he / she is legally liable, claim shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage.

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