Infringement. Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.
Infringement. 15.3.1 The Supplier represents and warrants that the Goods and/or Services, and any material, design or any other works or information provided by or on behalf of Supplier in the frameof this Contract, including theusethereof, donotinfringeany intellectual property right of a third party, and Supplier will defend, indemnify and hold harmless Purchaser, its Affiliates and Customersfrom andagainstall claims andliabilities basedon alleged or actual infringement thereof.
Infringement. Each Party shall give prompt written notice to the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written ...
Infringement. Except as disclosed on Schedule 5.11, the Borrower has no knowledge of, and has not received any written claim or notice alleging, any Infringement of another Person’s Intellectual Property Rights (including any written claim that the Borrower must license or refrain from using the Intellectual Property Rights of any third party) nor, to the Borrower’s knowledge, is there any threatened claim or any reasonable basis for any such claim.
Infringement. As of the date hereof, LICENSOR is not aware of any claim for patent infringement or the misappropriation of trade secrets, being asserted against it by any third party; or of any infringement of the patents listed on Schedule A hereto by any entity.
Infringement. The Company warrants that no third party has any claim to any trademark, patent, or proprietary interest in any product or service the Company provides to the School District. The Company will defend, hold harmless, and indemnify the School District from any claims brought by a third party against the School District to the extent based on an allegation that any Company product or service infringes any U.S. patent, copyright, trademark, trade secret or other proprietary right of a third party. If the School District’s use of the Company’s products is restricted as the result of a claim of infringement, the Company shall do one of the following: (i) substitute another equally suitable product or service; (ii) modify the allegedly infringing Company product or service to avoid the infringement; (iii) procure for the School District the right to continue to use the Company product or service free of the restrictions caused by the infringement; or (iv) take back such Company product or service and refund to the School District the fees previously paid for the Company’s product or service depreciated on a straight line basis over 12 months and terminate the School District’s license to use the Company’s product.
Infringement. If Contractor, in performing this Contract employs, constructs or provides any design, process, material, tool or equipment covered by a patent, copyright, trademark or other proprietary right, Contractor shall, if it does not itself own such right, at its own expense secure permission prior to its use hereunder by securing a suitable agreement from the owner of such right. Contractor shall indemnify and hold Con Edison and its affiliates (including, but not limited to, O&R) and their respective trustees, directors, officers, employees, agents, representatives, successors and assigns harmless from and against any claim, suit or proceeding for infringement of any patent, copyright, trademark or other proprietary right brought against Con Edison, and any loss, liability, damage or expense or relating thereto, resulting from the use or manufacture of any designs, processes, materials, tools or equipment provided to Con Edison or O&R or employed in the performance of the Work. Contractor shall provide for the defense of any such claim, suit or proceeding, and shall pay all costs and expenses in connection therewith, including compensation of experts and counsel, and all damages and costs awarded against an indemnified party. Con Xxxxxx shall notify Contractor of any such claim, suit or proceeding in writing and give Contractor authority, information and assistance (at Contractor's expense) for the defense thereof. In the event that the use of anything furnished or constructed hereunder is enjoined, Contractor shall promptly, at its own expense and at its option, either (a) procure for Con Edison (or O&R with respect to Work performed for O&R) the right to continue using it or (b) with the approval of Con Edison, (i) replace it with a noninfringing equivalent or (ii) modify it so it becomes noninfringing.
Infringement. 89.1. The Contractor shall be solely responsible for and shall defend, indemnify, and hold the City harmless from any and all claims (even if the allegations of the lawsuit are without merit) and judgments for damages and from costs and expenses to which the City may be subject to or which it may suffer or incur allegedly arising out of or in connection with any infringement by the Contractor of any copyright, trade secrets, trademark or patent rights or any other property or personal right of any third party by the Contractor and/or its Subcontractors in the performance or completion of the Work. Insofar as the facts or Law relating to any claim would preclude the City from being completely indemnified by the Contractor, the City shall be partially indemnified by the Contractor to the fullest extent permitted by Law.
Infringement. A. Licensee and CMCC shall each inform the other promptly in writing of any alleged infringement by a third party of the Patent Rights in the Field of Use and of any available evidence thereof.
Infringement. In the event that it is reasonably likely that a claim will be successfully brought by a Third Party to a court or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly, at its own expense and option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, deve...
