Infringement Liability Sample Clauses

Infringement Liability. Any and all Liability to a third party for infringement of such third party’s Intellectual Property rights by the Company based on the Purchased Assets and that arose prior to the Closing Date.
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Infringement Liability. The Company shall defend, indemnify, and hold the Indemnitees harmless from and against any claims brought by a third party alleging that the Indemnitee's use of any Services & Deliverables infringes or violates any Canadian patent, copyright, trade secret or other proprietary right of such third party. The foregoing notwithstanding, the Company will not make any offers of settlement nor enter into any settlement agreements that would restrict the Indemnitees' use of the Services & Deliverables or subject the Indemnitees to any additional obligation with respect to the Services & Deliverables without their prior written consent. The Company may satisfy its indemnity obligation under this section 9.2 by taking one of the following actions as will, in its discretion, rectify the issue:
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Infringement Liability. Millbrook Technologies shall, at its own expense, indemnify, defend and hold the Referrer, its employees, officers and agents, harmless against any claim, demand or action based upon the allegation that use by the Referral Team of the Web Site, or services provided hereunder, infringes any patent, copyright, trademark, trade secret or other intellectual property right of a third party and shall accordingly pay all costs, damages and legal fees, provided that:
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Infringement Liability. The infringement by any party to the declarations warrants and undertakings in this Agreement, or any articles in this Agreement shall constitute breaching of this Agreement; the breaching party should indemnify the other party fully and adequately. No matter whether the above mentioned indemnity is paid up, it will not affect the rights enjoyed by Party A in the Share Pledge Agreement executed on 1 May 2004 with Zhu Zhengdong and Yin Baohong respectively.
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Infringement Liability. Seller shall be liable for and, pursuant to Article VIII, Seller shall indemnify and hold harmless the Buyer against all Losses related to the Company’s liability or obligations under any intellectual property law (“IP Liability”) (whether assessed or unassessed) arising from or in connection with:
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Infringement Liability. If the HSD Software, HSD Derivative Works, or any Work Product become subject to a claim of infringement for which HSD may become liable and which negatively impacts BCBSNC's use of the HSD Software, HSD may at its option and at its sole expense (i) obtain the right for BCBSNC to continue using the applicable HSD Software and/or Work Product; (ii) replace or modify the HSD Software and/or Work Product to make them non-infringing, so long as the replacement or modification meets the specifications or GSDs for the HSD Software and/or Work Product; or (iii) refund the total amounts BCBSNC has paid to HSD pursuant to the License Agreement and the Development Agreement as follows: (A) the total amount, if the claim of infringement is asserted incident to a judicial proceeding within five (5) years of the Effective Date, (B) two thirds of the total amount, if the claim of infringement is asserted incident to a judicial proceeding at a time more than five (5) but less than ten (10) years after the Effective Date, or (C) one third of the total amount, if the claim of infringement is asserted incident to a judicial proceeding ten (10) years after the Effective Date or thereafter. EXCEPT FOR THESE REMEDIES, HSD SHALL HAVE NO LIABILITY TO BCBSNC, ITS LICENSEES, SUBLICENSEES AND/OR ANY OTHER ENTITY AUTHORIZED TO POSSESS AND/OR UTILIZE THE HSD SOFTWARE UNDER THE TERMS OF THIS MASTER AGREEMENT AND/OR ANY RELATED AGREEMENT, FOR ANY CLAIM OF INFRINGEMENT.
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Infringement Liability. 9.1 Any and all liabilities, obligations or damages for infringement of Intellectual Property rights of another Person arising from the operation of the Businesses before the Closing shall be deemed a Retained Liability under the Asset Purchase and Sale Agreement for all applicable purposes of the Asset Purchase and Sale Agreement.
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Infringement Liability. The infringement by any party to any representations, warranties and undertakings in this Agreement, or any articles in this Agreement, shall constitute a breach of this Agreement; the breaching party should indemnify the other party fully and adequately. No matter whether the above mentioned indemnity is paid up, it will not affect the rights enjoyed by Party A in the Equity Pledge Agreement executed on July 8, 2011 with Haxxxxx Xx.
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Infringement Liability. 21.1. The Provider indemnifies BeFo for costs and damages resulting from any claim, action or suit against BeFo on the basis that the use, sale, distribution or other use of the results of the Assignment constitutes infringement of patents, copyright or other intellectual property right, or application thereof, or unauthorised use of know-how, trade secrets or any other right.
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Related to Infringement Liability

  • Infringement Claims You may submit an infringement claim notice to us at our Contact Formavailable here if you have a good faith belief that Your Content has been copied and made accessible through the Services (including as a part of the Service Content or Third Party Content) in violation of your Inte lectual Property Rights. A copyright infringement claims notice must include at (i) the identification of such a legedly infringing materials, including information su ficient for us to locate it within our Services, ( i) a demand that such a legedly infringing materials be removed or access disabled, ( i) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (iv) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is a legedly infringed; (v) contact information for you, such as address, phone number, and, if available, an email address; and (vi) must be signed by you or the person authorized to act on behalf of the owner of the a legedly infringed work (the “Notice Requirements”). Pursuant to 17 U.S.C. 512(c)(3), if the above Notice Requirements are not met, we may disregard the notice. Pursuant 17 U.S.C. 512(f), be advised that knowingly making a material misrepresentation that online material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification, may subject you to heavy civil penalties. These penalties include monetary damages, including costs and attorneys' fees, incurred by the a leged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider who is injured by your misrepresentation. If we make a decision to remove Your Content in response to a complaint, we may notify you and provide you with contact information for the complaining party. You may also object to such determination by writing to our designated agent, which must contain the fo lowing information pursuant to 17 U.S.C. 512(g)(3), (i) your physical or electronic signature; ( i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; ( i) a statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, phone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are located outside of the United States, for any judicial district in which the service provider may be found, and that you wil accept service of process from the person who provided notification under subsection 17 U.S.C. 512(c)(1)(C) or an agent of such person.

  • 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.

  • No Infringement of Third Party IP Rights The Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. No Owned Company Software and, to the Knowledge of the Company, no Licensed Company Software infringes, violates or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing:

  • Infringement Indemnity Except as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.

  • Infringement of Third Party Patents (a) If a third party asserts that a patent or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choice, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty period.

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

  • Infringement Proceedings Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party will have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party with its reasonable cooperation and assistance with respect to any such infringement proceedings.

  • Trademark Infringement (a) If either Party learns that a third party is infringing the ACTIMMUNE xxxx, it shall promptly notify the other in writing. The Parties shall use reasonable efforts in cooperation with each other to stop such trademark infringement without litigation.

  • Infringement Action In the event a Party brings an Infringement action in accordance with this Section 7.3 (the “Controlling Party”), such Controlling Party shall keep the other Party reasonably informed of the progress of any such action, and the other Party shall cooperate fully with the Controlling Party, including by providing information and materials, at the Controlling Party’s request and expense and if required to bring such action, the furnishing of a power of attorney or being named as a party. The other Party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. Neither Party shall have the right to settle any Infringement action under this Section 7.3 relating to Joint Patent Rights without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

  • Infringement Actions 7.1 LICENSEE shall inform UNIVERSITY promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof.

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