Common use of Infringement Remedy Clause in Contracts

Infringement Remedy. (a) If any item or process used by Provider to provide the Services and made available to the BFA Recipients becomes, or in Provider’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, Provider will use Commercially Reasonable Efforts to, in Provider’s sole discretion, take the following actions at no additional charge to such BFA Recipient as soon as reasonably practicable: (i) secure the right to continue using the item or process; (ii) replace or modify the item or process to make it non-infringing, provided that the replacement or modification will not degrade performance or quality in any material respect; or (iii) if neither (i) nor (ii) immediately above is available to Provider on commercially reasonable terms, remove the item or process from the Services and equitably reduce Provider’s charges to reflect such removal, provided that no such removal will diminish the scope of Provider’s obligation to perform the Services hereunder. (b) Provider’s obligations in this Section 21.4 and its related indemnification obligations under Section 21.1(c) shall be the affected BFA Recipient’s sole rights and remedies in connection with infringement claims described herein. For the purposes of clarification, nothing in this Section 21.4 will limit a BFA Recipient’s ability to seek remedies for Provider’s failure to provide the Services under this Agreement.

Infringement Remedy. (a) If any item or process used by Provider to provide the Services and made available to the BFA Recipients Lending Funds or BTC becomes, or in Provider’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, Provider will use Commercially Reasonable Efforts to, in Provider’s sole discretion, take the following actions at no additional charge to such BFA Recipient Lending Fund or BTC as soon as reasonably practicable: (i) secure the right to continue using the item or process; (ii) replace or modify the item or process to make it non-infringing, provided that the replacement or modification will not degrade performance or quality in any material respect; or (iii) if neither (i) nor (ii) immediately above is available to Provider on commercially reasonable terms, remove the item or process from the Services and equitably reduce Provider’s charges to reflect such removal, provided that no such removal will diminish the scope of Provider’s obligation to perform the Services hereunder. (b) Provider’s obligations in this Section 21.4 and its related indemnification obligations under Section 21.1(c) 19.4 shall be the affected BFA RecipientLending Fund’s sole rights and remedies in connection with infringement claims described herein. For the purposes of clarification, nothing in this Section 21.4 19.4 will limit a BFA RecipientLending Fund’s ability to seek remedies for Provider’s failure to provide the Services under this Agreement.

Infringement Remedy. (a) If any item or process used by Provider to provide the Services and made available to the BFA Recipients becomes, or in Provider’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, Provider will use Commercially Reasonable Efforts to, in Provider’s sole discretion, take the following actions at no additional charge to such BFA Recipient as soon as reasonably practicable: (i) secure the right to continue using the item or process; (ii) replace or modify the item or process to make it non-infringing, provided that the replacement or modification will not degrade performance or quality in any material respect; or (iii) if neither (i) nor (ii) immediately above is available to Provider on commercially reasonable terms, remove the item or process from the Services and equitably reduce Provider’s charges to reflect such removal, provided that no such removal will diminish the scope of Provider’s obligation to perform the Services hereunder. (b) Provider’s obligations in this Section 21.4 and its related indemnification obligations under Section 21.1(c21.1(b) shall be the affected BFA Recipient’s sole rights and remedies in connection with infringement claims described herein. For the purposes of clarification, nothing in this Section 21.4 will limit a BFA Recipient’s ability to seek remedies for Provider’s failure to provide the Services under this Agreement.