By Quivers Clause Samples

By Quivers. ▇▇▇▇▇▇▇ will defend, indemnify and hold Client harmless from and against any and all third-party claims and any resulting third party liabilities, losses, expenses and damages (collectively, the “Claims”) directly resulting from a claim that the Quivers Solution (specifically excluding any Product, Client Marks or Client Content) violates or infringes such third party’s registered U.S. intellectual property right. If the Quivers Solution becomes, or in the opinion of Quivers may become, the subject of a Claim, then Quivers may, at its option (i) procure for Client the right to use the Quivers Solution free of any third party liability; or (ii) replace or modify the Quivers Solution with non-infringing components with substantially similar functionality; or (iii) terminate this Agreement upon notice to Client and refund to Client any prepaid unused fees for affected Quivers Solution. The forgoing obligations described in this Section define Client’s sole and exclusive remedies for any claims that the Quivers Solution violates or infringes a third party intellectual property right. Not withstanding the foregoing, Quivers will have no obligation under this Section 17 or otherwise with respect to any infringement claim based upon (i) any use of the Quivers Solution not in accordance with this Agreement or for purposes not intended by Quivers, (ii) any use of the Quivers Solution in combination with other unauthorized products, equipment, software, or data not supplied by Quivers, (iii) any use of any release of the Quivers Solution other than the most current release made available to Client, or (iv) any modification of the Quivers Solution by any person other than Quivers or its authorized agents or subcontractors. THIS SECTION 17.2 STATES QUIVERS’ ENTIRE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
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  • Reliance on Notices Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving Credit Advance, Notice of Conversion/Continuation or similar notice believed by Agent to be genuine. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary.

  • Valid notices A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if: (a) the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or (b) in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.

  • A5 Notices Except as otherwise expressly provided within the Contract, no notice or other communication from one Party to the other shall have any validity under the Contract unless made in writing by or on behalf of the Party concerned.

  • Waiver of Notices Borrower hereby expressly waives demand, presentment, protest and notice of protest and notice of dishonor with respect to any and all instruments and commercial paper, included in or evidencing any of the Obligations or the Collateral, and any and all other demands and notices of any kind or nature whatsoever with respect to the Obligations, the Collateral and this Agreement, except such as are expressly provided for herein. No notice to or demand on Borrower which Lender may elect to give shall entitle Borrower to any other or further notice or demand in the same, similar or other circumstances.

  • WAIVER OF SPECIAL DAMAGES THE BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE UNDERSIGNED MAY HAVE TO CLAIM OR RECOVER FROM THE BANK IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.