By Ms. (a) If a third cause of action, claim, or demand is brought under United States laws against COMPANY for an Infringement Claim, COMPANY shall promptly notify MS in writing of the Infringement Claim, specify the nature of such claim and the relief sought. COMPANY shall tender the defense of the Infringement Claim to MS. Within thirty (30) calendar days of MS' receipt of such notice, MS shall notify COMPANY in writing of MS' acceptance or rejection of the defense of the Infringement Claim. If MS accepts the defense of the Infringement Claim, then MS shall pay any settlement to which MS consents or shall pay the amount of any adverse final judgment. As soon as MS determines that it may reject defense of the Infringement Claim, MS and COMPANY shall engage in good faith discussions with respect to MS' intention. MS' acceptance or rejection of any Infringement Claim shall be based on MS' discretion which shall be reasonable. As a clarification of the foregoing, the parties understand and agree that MS will accept the defense of legitimate and valid Infringement Claims. MS shall have sole control over the defense and/or settlement of Infringement Claims. COMPANY shall provide reasonable assistance of the same. (b) In the event MS receives information concerning an intellectual property infringement claim (including an Infringement Claim) under United States laws and related to the Product(s) or the Marks, MS may at its expense, without obligation to do so, either (i) procure for COMPANY the right to continue to distribute the alleged infringing Product or ▇▇▇▇, or (ii) replace or modify the Product or ▇▇▇▇ to make it non-infringing, and in which case, COMPANY shall thereupon cease distribution of the alleged infringing Product or ▇▇▇▇. (c) MS shall have no liability for any intellectual property infringement claim (including an Infringement Claim) based on COMPANY's (i) distribution or use of any Product or ▇▇▇▇ after receipt of MS' notice that COMPANY should cease distribution, or use of such Product or ▇▇▇▇ due to such a claim; or (ii) combination of a Product with any other product, program or data; or (iii) adaptation or modification of any Product. (d) MS shall defend COMPANY, its subsidiaries, and affiliated companies from and against any claims, losses, and damages relating to any default, breach or alleged breach of MS' obligations, promises, representations, warranties or agreements hereunder. MS' obligation to defend COMPANY shall only apply provided that MS is immediately notified in writing of any such claim. COMPANY shall provide reasonable assistance in the defense of any claim. At COMPANY's sole option, and at MS's cost, COMPANY may participate in the selection of counsel, defense and settlement of any claims covered by this Section 7.2, or may tender sole control over the defense or settlement of the claim to MS. If COMPANY chooses to participate in the selection of counsel, defense and settlement of such claims, the parties shall work together in good faith to reach decisions which are mutually acceptable to both parties. COMPANY shall provide reasonable assistance in the defense of any claim.
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By Ms. (a) If a third cause of action, claim, or demand is brought under United States laws against COMPANY for an Infringement Claim, COMPANY shall promptly notify MS in writing of the Infringement Claim, specify the nature of such claim and the relief sought. COMPANY shall tender the defense of the Infringement Claim to MS. Within thirty (30) calendar days of MS' receipt of such notice, MS shall notify COMPANY in writing of MS' acceptance or rejection of the defense of the Infringement Claim. If MS accepts the defense of the Infringement Claim, then MS shall pay any settlement to which MS consents or shall pay the amount of any adverse final judgment. As soon as MS determines that it may reject defense of the Infringement Claim, MS and COMPANY shall engage in good faith discussions with respect to MS' intention. MS' acceptance or rejection of any Infringement Claim shall be based on MS' discretion which shall be reasonable. As a clarification of the foregoing, the parties understand and agree that MS will accept the defense of legitimate and valid Infringement Claims. MS shall have sole control over the defense and/or settlement of Infringement Claims. COMPANY shall provide reasonable assistance of in the same.
(b) In the event MS receives information concerning an intellectual property infringement claim (including an Infringement Indemnified Claim) under United States laws and related to the Product(s) or the Marks, MS may at its expense, without obligation to do so, either (i) procure for COMPANY the right to continue to distribute the alleged infringing Product or Mark, ▇▇▇▇, or ▇ (ii) replace or modify the Product or ▇▇Mark ▇▇ to make it non-infringing, and in which case, COMPANY shall thereupon cease distribution of the alleged infringing Product or ▇▇▇▇Mark.
(c) MS shall have no liability for any intellectual property infringement claim (including an Infringement Claim) based on COMPANY's (i) distribution or use of any Product or Mark ▇▇▇▇ after receipt of er MS' notice that COMPANY should cease distribution, or use of such Product or ▇Mark ▇▇▇ due to such a claim; or (ii) combination of a Product with any other product, program or data; or (iii) adaptation or modification of any Product.
(d) . For all claims described in this Section 7.1(c), COMPANY agrees to indemnify and defend MS shall defend COMPANY, its subsidiaries, and affiliated companies from and against any claimsall damages, lossescosts and expenses, and damages relating to any default, breach or alleged breach of MSincluding reasonable attorneys' obligations, promises, representations, warranties or agreements hereunder. MS' obligation to defend COMPANY shall only apply provided that MS is immediately notified in writing of any such claim. COMPANY shall provide reasonable assistance in the defense of any claim. At COMPANY's sole option, and at MS's cost, COMPANY may participate in the selection of counsel, defense and settlement of any claims covered by this Section 7.2, or may tender sole control over the defense or settlement of the claim to MS. If COMPANY chooses to participate in the selection of counsel, defense and settlement of such claims, the parties shall work together in good faith to reach decisions which are mutually acceptable to both parties. COMPANY shall provide reasonable assistance in the defense of any claimfees.
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