Defects of Title Sample Clauses

Defects of Title. If Purchaser asserts the existence of any encumbrance, encroachment or defect in title shown on the Title Commitment that was not shown on the Preliminary Title Commitment, which is not a Permitted Exception and renders title to the Property unmarketable, and which Purchaser does not waive (any such exceptions, together with the Mandatory Removal Items, to be deemed a “Defect of Title”), Purchaser may give written notice of a Defect of Title to Seller within 5 days after the Title Commitment is delivered to Purchaser, but not later than the Closing Date (as defined in Section 6). After receiving such notice, Seller may, but will not be obligated to, remove or cure such Defect of Title. Seller may, at its option, (a) provide Purchaser with title insurance protection against any Defect of Title, in which case the Defect of Title will become a Permitted Exception but such title insurance protection will be deemed to remove or cure such Defect of Title; (b) use the proceeds from Closing to remove or cure at Closing any Defect of Title which may be removed or cured by payment of an ascertainable sum of money; or

Defects of Title. The warranty in section 9.4 shall not apply in case such Claim arises solely as a result of Licensee's use of the Software within one or more of the Covered Countries not in accordance with the provisions of this ▇▇▇▇ and the applicable Documentation, and provided: (a) the alleged or actual infringement was caused by the use of a superseded version of the Software if the infringement would have been avoided by the use of a then-current release of the Software; and (b) the alleged or actual infringement was caused by the modification of the Software by any party other than OT; (c) the alleged or actual infringement was caused by the combination or use of the Software with software, hardware, firmware, data, or technology not licensed to Licensee by OT or approved by OT in writing; or (d) unlicensed activities of the Licensee.

Defects of Title. SDS or third parties hold the copyrights of the software. A defect of title exists if the required rights for the contract-based usage could not be legally granted to the customer. If a third party asserts claims for infringement of property rights due to the use of the software by the customer, the customer will inform SDS of this and, as far as possible, concede the defense against these claims to SDS. The customer provides SDS all reasonable support in this respect. In particular, the customer will provide SDS with all necessary information on the use and any editing of the software, when possible, in writing and all necessary documents for this. Claims related to the use of the software and potential infringements of third-party rights cannot be exercised against the customer (as a user) by third parties.

Defects of Title. 7.2.1 Should the use of the goods entail the infringement of commercial proprietary rights or copyrights in the country where the goods are manufactured, ▇▇▇▇ will either procure the right to continued use by the Customer or modify the goods in a manner that is reasona- ble for the Customer so that the proprietary right is no longer in- fringed or defend the Customer from any infringement claim at the expense of ▇▇▇▇. 7.2.2 The Customer is entitled to cancel the contract should this not be possible at commercially reasonable conditions or within a reason- able period of time. ▇▇▇▇ will also be entitled to cancel the contract under these circumstances. 7.2.3 ▇▇▇▇ will also relieve the Customer of undisputed claims or claims established in law lodged by the owner of the proprietary rights concerned. The remedies stated are Customer’s sole remedies for infringe- ment and misappropriation of third party intellectual property rights. They will only apply provided that a. the Customer notifies ▇▇▇▇ immediately about any alleged infringements of proprietary rights or copyrights and about any claims to be expected, b. the Customer provides reasonable support to ▇▇▇▇ in de- fending claims or enables ▇▇▇▇ to carry out the modifica- tions referred to in section 7.2.1.

Defects of Title. 5.1 The provider is liable for infringement of third-party rights by said provider's service only insofar as the service is utilized unmodified in accordance with the contract and, in particular, in the contractually agreed or otherwise intended environment. 5.2 If a third party asserts vis-à-vis the customer that a service from the provider violates their rights, the customer shall promptly notify the provider. The provider and, if applicable, their suppliers are authorized but not obliged to ▇▇▇▇ off the asserted claims, to the extent permitted, at their own expense. 5.3 If third-party rights are breached by one of the provider's services, the provider, at their own expense and discretion, shall (a) supply the customer with the right to use the service, or (b) organize the service such that it is free of legal breaches, or (c) take back the service and refund the remuneration paid by the customer (minus a reasonable reimbursement for use) if the provider cannot achieve any other remedy with reasonable effort. The customer's interests are to be considered adequately here. 5.4 Claims of the customer regarding defects in title lapse according to Item 4.2. Item 6 applies additionally to the customer's claims for damage and expenditure compensation; Item 4.3 applies accordingly to the provider's additional expenditures.

Defects of Title. (1) Unless otherwise expressly agreed upon, ▇▇▇▇▇▇ shall be obligated to render its Services free of third-party in- tellectual property (in the following called IP) only in the country of the place of delivery. If a third party asserts a claim against Customer based on an IP violation caused by Services rendered by ▇▇▇▇▇▇ on the basis of this Con- tract, ▇▇▇▇▇▇ shall be liable to Customer within the time period set forth in § 14 below as follows: (2) ▇▇▇▇▇▇ will, at its sole discretion and its expense, obtain a license for the Services in question, modify the Ser- vices in a manner that no IP will be violated or exchange the Services. If, under reasonable circumstances, ▇▇▇▇▇▇ will not be in a position to do so, Customer shall have the right to rescind the Contract or to reduce the compensa- tion for the Services. Customer shall not have the right to claim damages for futile expenses. (3) ▇▇▇▇▇▇’▇ obligation to payment for damages shall be based on applicable legal provisions and in accordance with § 13 below. (4) ▇▇▇▇▇▇’▇ aforementioned obligations shall be only valid if Customer (i) immediately notifies ▇▇▇▇▇▇ in writing of any claims asserted by third parties, (ii) does not acknowledge any violation and (iii) and defers any defense mechanisms and settlements negotiations to ▇▇▇▇▇▇. If Customer ceases the use of the delivery for reasons of re- duction in damages or other important reasons, Customer shall be obligated to instruct the third party that such ac- tion shall not constitute an acknowledgement of any IP right violation. (5) Customer’s shall have no rights against ▇▇▇▇▇▇ if Customer bears responsibility for the IP right violation. Cus- tomer shall also have no rights against ▇▇▇▇▇▇, if the IP right violation was caused by (i) special Customer require- ments, (ii) an application that was unforeseeable for ▇▇▇▇▇▇ or (iii) a change in delivery by the Customer, or (iv) if the delivery was used together with products not delivered by ▇▇▇▇▇▇. (6) 11 shall be applicable to this paragraph. (7) Any further claims or claims other than those of the Customer set-forth in this paragraph against ▇▇▇▇▇▇ or ▇▇▇▇▇▇’▇ vicarious agents due to a defect in title shall be expressly excluded.

Defects of Title. The warranty in section 9.4 shall not apply in case such Claim arises solely as a result of Licensee's use of the Software within one or more of the Covered Countries not in accordance with the provisions of this EULA and the applicable Documentation, and provided: (a) the alleged or actual infringement was caused by the use of a superseded version of the Software if the infringement would have been avoided by the use of a then-current release of the Software; and (b) the alleged or actual infringement was caused by the modification of the Software by any party other than OT; (c) the alleged or actual infringement was caused by the combination or use of the Software with software, hardware, firmware, data, or technology 9.7.1 Дефекты материала. Гарантия, о которой говорится в разделе 9.1-9.3, не применяется к любому дефекту материала, причиной которого явилось: (a) любое изменение Программного обеспечения лицензиатом, за исключением случаев, когда такие изменения были осуществлены OT в рамках технического обслуживания и технической поддержки или когда Лицензиат может подтвердить, что возникшие дефекты не связаны с изменением/модификацией и что анализ ошибок и устранение дефектов OT не осуществлялось; (b) необеспечение Лицензиатом надлежащих условий для установки или эксплуатации Программного обеспечения; (c) использование Программного обеспечения на программной или аппаратной платформе, не одобренной ОТ в письменном виде; (d) программное обеспечение, аппаратные средства, аппаратно-программное обеспечение, данные или технология, не лицензированная или не одобренная ОТ в письменном виде; (e) любое телекоммуникационное средство, используемое Лицензиатом; (f) собственная компьютерная система Лицензиата; или (g) несоблюдение Лицензиатом и/или пользователем Документации. 9.7.2 Дефекты титула. Гарантия, о которой говорится в разделе 9.4, не применяется в случае, когда такое Требование возникает исключительно в результате использования Лицензиатом Программного обеспечения в одной или более стран Территории действия лицензии не в соответствии с положениями настоящего Соглашения и применимой Документации, и при условии, что: (a) заявляемое или фактическое нарушение было вызвано использованием предшествующей версии Программного обеспечения в тех случаях, когда нарушения можно было избежать посредством использования действующей в то время версии Программного обеспечения; и (b) заявляемое или фактическое нарушение

Defects of Title. 9.3.1 If the usage of the delivered Products leads to a breach of industrial property rights or copyrights in the home country of the Seller, we will procure for the Customer at our own expense the right to further use or modify the delivered Products to such a reasonable extent that they no longer breach property rights. 9.3.2 If this is not possible at our reasonable expense or within an appropriate period of time after notification of such breach, the Customer is entitled to withdraw from the contract. Under the above conditions, we too have the right to withdraw from the contract. Furthermore, we exempt the Customer from undisputed or other claims of legal action submitted bythe affected owners of the property rights. Subject to the provisions set out under Clause 10 of these GTCS, our above named obligations are definitive in the event of any breach to property or copyrights. These obligations apply only when:- > the Customer informs us immediately of claims on the grounds of breach of industrial property rights or copyrights; > theCustomerassistsustoanappropriate extent in countering the submitted claims or helps us to implement modification measures; > weareprovidedwithallcountermeasures including extrajudicial arrangements; > the defect of title has not been caused by an instruction or in accordance with designs plans or specifications from the Customer; and > the legal violation was not caused by the Customer’s altering the delivered Products on its own accord or using them for a purpose not set down in the contract.

Defects of Title. Except for the Permitted Exceptions, Buyer shall have the right to object to any defect of title which appears in the Title Commitment or Survey and which prevents the title to the Project from being indefeasible or which materially adversely affects the use or value of the Project (a "defect of title"). Any objection to a defect of title must be in writing and must be received by Seller no later than ten days after Buyer has received the Title Commitment and the Survey. Notwithstanding the foregoing, if a defect of title not revealed in the Title Commitment or the Survey is revealed in such documents only after the expiration of the Inspection Period and such defect is not caused by Buyer, Buyer shall have until ten days after the date of its discovery of the defect of title or the date of Closing, whichever is earlier, to provide Seller with notice of its objection to the defect of title. Buyer's failure to provide Seller with written notice of an objection to any title matter appearing in the Title Commitment or Survey within such periods of time shall be deemed to be a waiver by Buyer of any objection it might otherwise have; and all such title matters shall become additional "Permitted Exceptions." If