Infringement By Third Party definition

Infringement By Third Party at its own cost. IceCure shall keep Terumo reasonably informed of any such actions or proceedings, and the Parties shall cooperate and consult with each other in strategizing regarding any such action or proceeding; provided that IceCure shall control and have the right to make all final decisions (regardless of whether or not Terumo is a party to such action or proceeding) regarding all matters in the preparation and conduct of any such action or proceeding. If the Infringement By Third Party is with respect to Product and may affect the amount of Terumo’s distribution of the Products for the Target Indication in the Territory under this Agreement (“Infringement By Third Party concerning the Target Indication”), and IceCure does not bring such action or proceeding within a reasonable time frame, without the release of IceCure’s obligation in the preceding sentence, Terumo shall be exempted from the obligation to purchase Minimum Purchase Amount set forth in Exhibit 6.4 (“MPA Exemption”), and also may terminate this Agreement pursuant to Section 12.2 of this Agreement.
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Related to Infringement By Third Party

  • Infringement has the meaning set forth in Section 6.3(a).

  • Infringement Action has the meaning set forth in Section 9.6(b).

  • Third Party Infringement has the meaning set forth in Section 5.1.

  • Product Infringement has the meaning set forth in Section 9.4(a).

  • Misappropriation means that the Employee (i) uses Confidential Information (as defined below) for the benefit of anyone other than the Employers or an Affiliate, as the case may be, or discloses the Confidential Information to anyone not authorized by the Employers or an Affiliate, as the case may be, to receive such information; (ii) upon termination of employment, makes any summaries of, takes any notes with respect to or memorizes any Confidential Information or takes any Confidential Information or reproductions thereof from the facilities of the Employers or an Affiliate or (iii) upon termination of employment or upon the request of the Employers or an Affiliate, fails to return all Confidential Information then in the Employee’s possession. For the avoidance of doubt, “Misappropriation” does not include disclosure of Confidential Information to a governmental regulatory agency, such as the U.S. Securities and Exchange Commission, provided that the Employee informs the agency that the Employers and/or Affiliates deem the information to be confidential. “Confidential Information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business, or financial information of the Employers or an Affiliate.

  • Infringement Claim means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.

  • infringement notice has the meaning set forth in Section 7.4.1;

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • Third Party Data has the meaning set forth in Section 9.3(a).

  • Unauthorized Third Party means any person or entity that, at the time of the Computer Fraud, is not an Authorized User.

  • Third Party Material means software, software development tools, methodologies, ideas, methods, processes, concepts and techniques owned by, or licensed to a third party and used by the Service Provider in the performance of the Services;

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Third Party IPR means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.

  • Third Party Infringement Claim has the meaning set forth in Section 9.4.

  • Third Party Materials means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare.

  • Third Party Intellectual Property means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

  • BRRD Party means any Underwriter subject to Bail-in Powers.

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

  • Third Party IP means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not a Subcontractor.

  • Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;

  • Assigned Patent Rights means all of the following, whether now owned or hereafter acquired or arising:

  • Sublicensee means a third party to whom LICENSEE grants a sublicense of certain rights granted to LICENSEE under this Agreement.

  • Third Party means any Person other than a Party or an Affiliate of a Party.

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Third Parties means all lessees, sublessees, licensees and other users of the Properties, excluding those users of the Properties in the ordinary course of the Borrower's business and on a temporary basis.

  • Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that: