Indemnity Warranties Remedies Sample Clauses

Indemnity Warranties Remedies. 5.1. Infringement Indemnity. Company will defend and indemnify Client against a claim that the Hosted Programs infringe a copyright or patent, provided that: (a) Client notifies Company in writing within 30 days of the claim;
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Indemnity Warranties Remedies. 5.1 Infringement Indemnity Oracle will defend and indemnify Customer against a claim that the Programs infringe a copyright or patent or other intellectual property right, provided that: (a) Customer notifies Oracle in writing within 30 days of the claim' (b) Oracle has sole control of the defense and all related settlement negotiations; and (c) customer provides Oracle with the assistance, information and authority necessary to perform Oracle's obligations under this Section. Oracle will reimburse Customer's reasonable out-of-pocket expenses incurred in providing such assistance. Oracle shall have no liability for any claim or infringement based on use of a superseded or altered release of Programs if the infringement would have been avoided by the use of a current unaltered release of the Programs which Oracle provides to Customer.
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Indemnity Warranties Remedies. Infringement Indemnity
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Indemnity Warranties Remedies. 5.1 INDEMNITY Intellectual Property Indemnification eGain, at its own expense, shall (a) defend, or at its option, settle any suit brought against the Customer by a third party on the basis of infringement of any valid intellectual property rights by the Cloud Products or Work Product (excluding any suit deriving from any Customer provided item); and (b) pay any final judgment entered against the Customer on such issue or any settlement thereof, provided that: (i) the Customer notifies eGain promptly of each suit; (ii) eGain is given sole control of the defense and/or settlement; and the (iii) Customer fully co-operates and provides all reasonable assistance to eGain in the defense or settlement. If all or any part of the Cloud Products or Work Product becomes, or in the opinion of the eGain may become, the subject of a suit of infringement, the eGain at its own expense and sole discretion may: (i) procure for the Customer the right to continue to use the Cloud Products or Work Product or the affected part thereof; or (ii) replace the Cloud Products or Work Product or affected part with other suitable non-infringing service(s); or (iii) modify the Cloud Products or Work Product or affected part to make the same non-infringing; or if none of these options is commercially practical, the eGain may terminate the Agreement. eGain shall have no obligations under this clause 5.1 to the extent that a claim is based on: (i) the combination, operation or use of the Cloud Products or Work Product with other services or software not provided by eGain, if such infringement would have been avoided in the absence of such combination, operation or use; or (ii) use of the Cloud Products or Work Product in any manner inconsistent with this Agreement; or (iii) the negligence or wilful misconduct of the Customer. The Customer shall indemnify and hold eGain and its suppliers or agents harmless from and against any cost, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from (i) any claimed infringement or violation by the Customer of any Intellectual Property Rights with respect to the Customer’s use of the Cloud Products or Work Product outside the scope of this Agreement; (ii) any access to or use of the Cloud Products or Work Product by a third party, and
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Indemnity Warranties Remedies. 4.1 INFRINGEMENTS EACH Party (Supplier) will defend and indemnify the other party (the Recipient) against a claim that all marketing materials provided by the Supplier (Materials) and used by the Recipient under this Agreement infringe a copyright or trademark provided that: (a) the Recipient in writing notifies the Supplier within thirty (30) days of the claim; (b) The supplier has sole control over the defence and all related settlement negotiations; and (c) The Recipient provides the Supplier with the assistance, information and authority reasonably required to perform the above; reasonable out-of-pocket expenses incurred by the Recipient in providing such assistance will be reimbursed by the Provider. The Supplier shall have no responsibility for any allegation of infringement resulting from: (a) the recipient's use of a superseded or altered release of part or all of the Material if infringement would have been avoided by the use of a subsequent unchanged release of the Material provided to the recipient; or (b) any information, design, specification, instruction or material that has not been decorated by the Supplier. In the event that part or all of the Material is held or is deemed to be infringing by the Supplier, the Supplier shall be able, at its expense, (a) to modify the Material to be non-infringing; (b) to obtain a license for the Recipient to continue to use the Material; or (c) to require the return of the infringing Material and all rights thereto from the Recipient. THIS SECTION 4.1 SETS OUT THE PARTIES' ENTIRE LIABILITY AND EXCLUSIVE REMEDIES FOR INFRINGEMENT. 4.2
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Indemnity Warranties Remedies. 5.1. Infringement Indemnity. Curve will defend and indemnify Client against a claim that the Hosted Programs infringe a copyright or patent, provided that: (a) Client notifies Curve in writing within 30 days of the claim; (b) Curve has sole control of the defense and all related settlement negotiations; and (c) Client provides Curve with the assistance, information and authority necessary to perform Curve’s obligations under this Section. Reasonable out-of-pocket expenses incurred by Client in providing such assistance will be reimbursed by Curve. In the event the Hosted Programs are held or are believed by Curve to infringe, Curve shall have the option, at its expense, to (a) modify the Hosted Programs to be non-infringing; (b) obtain for Client a subscription to continue using the Hosted Programs; or (c) terminate the subscription for the infringing Hosted Programs. This Section 5.1 states Curve’s entire liability and Client’s exclusive remedy for infringement.
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Indemnity Warranties Remedies 
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Related to Indemnity Warranties Remedies

  • Representations and Warranties Remedies and Breach 18 ARTICLE IV....................................................................35

  • Indemnification Remedies Survival 8.1 For the purposes of this Section 8 terms “Loss” and “

  • Representations Warranties and Covenants of the Seller Remedies for Breach Section 9.01 Representations and Warranties Regarding the Seller........... Section 9.02 Representations and Warranties Regarding Individual Mortgage Loans............................................... Section 9.03

  • Indemnification; Remedies The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

  • Representations Warranties and Covenants Remedies for Breach Subsection 7.01 Representations and Warranties Regarding Individual Mortgage Loans.

  • REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH Section 3.01 Seller Representations and Warranties Relating to the Mortgage Loans.

  • Survival of Representations Warranties and Covenants Indemnification 15.1 Survival of Representations, Warranties and Covenants. All representations and warranties contained in this Agreement shall survive the execution and delivery hereof and the Closing hereunder, and, except as otherwise specifically provided in this Agreement, shall thereafter terminate and expire on the first anniversary of the Closing Date; provided, however, that the representations and warranties set forth in Sections 4.2 (fourth and fifth sentences only), 4.3, 4.4, 4.5, 4.7, 4.11, 5.3(c), 5.4, 5.7, 6.1(c)(ii), 6.1(d), 6.1(e), 6.1(f)(i) (second, third and fourth sentences only), 6.1(f)(iv), 6.1(g)(iii), 6.1(j), 6.1(k) (last sentence only), 6.1(o), 6.2(b)(i) (eighth sentence only), 6.2(c)(ii), 6.2(d), 6.2(e), 6.2(g)(iii), 6.2.(j), and 6.2(k) shall survive until the expiration of the applicable statute of limitations. The covenants and agreements made by each party in this Agreement and the other Transaction Documents will survive the Closing without limitation (except pursuant to their terms). Any representation, warranty or covenant that is the subject of a claim or dispute asserted in writing prior to the expiration of the applicable of the above-stated periods shall survive with respect to such claim or dispute until the final resolution thereof.

  • Survival of Representations and Warranties; Remedy for Breach (a) Subject to Section 3.5 hereof, all representations and warranties of Contributor contained in this Agreement or in any Schedule, Exhibit, certificate or affidavit delivered pursuant to this Agreement shall survive the Closing.

  • Certain Representations and Warranties Regarding the Collateral Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

  • Exclusive Remedies Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, rule or regulation, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto.

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