Infringement of Rights. To the knowledge of the Seller, no person (including, without limitation, any current or former employee or consultant of Seller) is infringing, violating or misappropriating any of the Purchased Intellectual Property. The Seller has provided to the Buyer copies of all correspondence, analyses, legal opinions, complaints, claims, notices or threats concerning the infringement, violation or misappropriation of any Purchased Intellectual Property.
Infringement of Rights. Seller agrees to indemnify and holdharmless Buyer, from any suit, claims, losses, costs, expenses (including,without limitation, reasonable fees and disbursements of counsel) or other liability made against or suffered by Xxxxx, arising from any claim of, or infringement or other violation of any patent, copyright, trademark or otherproprietary rights, or claim of unfair trade or of unfair competition, resulting from or occasioned by, Buyer’s use, possession, sale or delivery of the Products, provided that the foregoing shall not apply to any infringement resulting from Seller’s compliance with Buyer’s written instructions or specifications.
Infringement of Rights. NICC shall promptly advise Nestle USA, in writing, upon becoming aware of any infringement, potential infringement or threatened infringement of any of the Other Nestle USA Proprietary Information in the Territory or any claim that the Other Nestle USA Proprietary Information infringes the intellectual property rights of another Person in the Territory. Nestle USA or its designated Affiliate shall have the initial right to determine the appropriate action, if any, to be taken with respect to any such infringement. If Nestle USA or its designated Affiliate initiates an enforcement suit or proceeding or intervenes to defend any claim of infringement of the rights of another, it shall have the right to exclusive control of any such suit or proceeding (provided, however, that NICC shall remain a party to such suit to the extent so required). NICC shall cooperate with Nestle USA with respect to any such proceedings, including, without limitation, joining as a party to any litigation, if required. If, on request by NICC, Nestle USA 8 <PAGE> refuses to pursue infringers within a reasonable time, NICC shall be entitled to take reasonable appropriate actions to challenge such infringement at its own expense. If NICC institutes suit pursuant to this Section 6.3, Nestle USA shall (a) provide reasonable assistance to NICC and (b) have the right to participate and represent its interests through other counsel of its own choosing and at its own cost. In addition, in no event shall NICC have the right, without the prior written consent of Nestle USA, to acknowledge the validity of a claim that the Other Nestle USA Proprietary Information infringes the intellectual property rights of another Person, to obtain or seek a license from such Person or to take any other action which might impair the ability of Nestle USA or its designated Affiliate to contest the claim of such Person if Nestle USA so elects. NICC agrees at the request of Nestle USA to make and have made reasonable modifications requested by Nestle USA in NICC's use of the elements of the Other Nestle USA Proprietary Information in question or so long as such modifications would not have a material adverse effect on NICC if Nestle USA, in its sole discretion, reasonably exercised, determines that such action is necessary to resolve or settle the claim or suit or eliminate or reduce the threat of a claim or suit by such Person. 6.4
Infringement of Rights. Endo shall promptly report to Vyrix any suspected infringement in the Territory of the Vyrix IP by third parties which it suspects or of which it becomes aware. Endo may take action in respect of such infringement except if such action involves a counterclaim against the validity or existence of any Vyrix IP or IP licensed to Vyrix for the Product, in which case Vyrix shall assume the care and conduct of such proceedings. Endo shall provide to Vyrix with all reasonable assistance in support of actions or suits that Vyrix initiates, including in the case of trade xxxx proceedings, with evidence of use. Any damages and costs recovered shall be split between Vyrix and Endo on a 50/50 basis after first deducting all costs for such proceedings borne by Endo.
Infringement of Rights at any time after any person commences a law suit or other legal proceedings against the Borrower (whether as sole defendant or jointly with one or more other persons) alleging that the Borrower has infringed any third party intellectual property rights in the course of manufacturing products in Singapore, in the operation of the Plant in Singapore or otherwise, the Majority Banks reasonably determine that the potential or actual liability of the Borrower in respect of such law suit or other legal proceedings would be reasonably likely to result in the Borrower being unable to perform or comply with any of its obligations under the Financing Documents;
Infringement of Rights. 4.1 In the event that either Olivetti or the Company becomes aware of or suspects any infringement problem relating to the products of the Company, then the party so discovering or suspecting infringement shall inform the other party and cooperate at Company's expense in studying possible resolutions of the problem.
Infringement of Rights. Paladin shall promptly report to Immuron any suspected infringement in the Territory of the Immuron IP by third parties which it suspects or of which it becomes aware. Paladin may take action in respect of such infringement except if such action involves a counterclaim against the validity or existence of any Immuron IP, in which case Immuron shall assume the care and conduct of such proceedings. Paladin shall provide to Immuron with all reasonable assistance in support of actions or suits that Immuron initiates, including in the case of trade make proceedings, with evidence of use. Any damages and costs recovered shall be for Paladin’s sole benefit.
Infringement of Rights. The Licensee shall notify the Licensor immediately if the Licensee becomes aware of any unauthorized use or infringement of the whole or any part of the Software or Software Materials by any person or entity. If the Software or the Software Materials may have violated a third party’s intellectual property rights, the Licensor shall either modify them or obtain a license to allow for continued use, or, if these alternatives are not commercially reasonable, the Licensor may terminate the Licenses for the Software and the Software Materials, in whole or in part, as necessary.
Infringement of Rights. Except as set forth in Section 2.13(f) of the Disclosure Schedule, to the knowledge of the Seller, no person (including, without limitation, any current or former employee or consultant of Seller) is infringing, violating or misappropriating any of the Seller Owned Intellectual Property or any Seller Licensed Intellectual Property which is exclusively licensed to the Seller. The Seller has provided to the Buyer copies of all correspondence, analyses, legal opinions, complaints, claims, notices or threats that it has received concerning the infringement, violation or misappropriation of any Seller Owned Intellectual Property.
Infringement of Rights. Where a claim or proceeding is made or brought against the Authority which arises out of the infringement of any Intellectual Property Rights (other than any Disclosed Data) or because the use of any materials, plant, machinery or equipment in connection with the Works or the Project infringes any rights in or to any Intellectual Property Rights of a third party then, unless such infringement has arisen out of the use of any Intellectual Property Rights by or on behalf of the Authority otherwise than in accordance with the terms of this Agreement or the relevant licence, the Contractor shall indemnify the Authority at all times from and against all such claims and proceedings and the provisions of Clause 60.8 (Conduct of Claims) shall apply.
