Common use of AND INDEMNITY Clause in Contracts

AND INDEMNITY. The Contractor shall not infringe the Intellectual Property of any third party in supplying the Services and shall ensure that the receipt of the Services by the Agency and others, as contemplated by this Contract, does not infringe the Intellectual Property of any third party. The Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Agency and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and Agency basis) and other liabilities arising from or incurred as a result of or in connection with any breach of Clause 1.122, except where any such claim arises from items or materials supplied by the Agency or which the Agency has specified for use by the Contractor. The Agency shall notify the Contractor in writing of any IP Infringement Claim brought against the Agency in materials supplied or licensed by the Contractor. The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Agency on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Agency; and shall not settle or compromise any claim without the prior Approval of the Agency. The Agency shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Agency for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Agency in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Agency or which the Agency has specified for use by the Contractor. The Agency shall not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Agency and, at its own expense and subject to the consent of the Agency, use its best endeavours to: modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the relevant provisions of this Contract shall apply to such modified or substitute Services; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Agency. If a modification or substitution is not possible so as to avoid the infringement or the Contractor is not able to procure a licence in accordance with Clause 1.128.1(b) within such time as the Agency may reasonably specify: the Agency may, at its option, terminate this agreement in accordance with Clause 1.170.1(b); and the Contractor shall be liable for the value of Replacement Services and any additional costs incurred in implementing and maintaining such replacements.

AND INDEMNITY. The Contractor Company shall pay to each of the Trustee and the Notes Collateral Agent from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company, the Trustee and the Notes Collateral Agent. The Trustee’s compensation shall not infringe be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Intellectual Property Trustee and the Notes Collateral Agent, as the case may be, upon request for all reasonable out-of-pocket expenses Incurred or made by it, including costs of any third party collection, in supplying addition to the Services compensation for its services. Such expenses shall include the reasonable compensation and shall ensure that the receipt expenses, disbursements and advances of the Services Trustee’s or the Notes Collateral Agent’s, as applicable, agents, counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee and the Notes Collateral Agent, as the case may be, or any predecessor Trustee or Notes Collateral Agent, as applicable and their directors, officers, employees and agents against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the Agency and others, as contemplated income of the Trustee or the Notes Collateral Agent)) Incurred by this Contract, does not infringe the Intellectual Property of any third party. The Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Agency and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and Agency basis) and other liabilities arising from or incurred as a result of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including Section 7.07) or Guarantee against the Company or any breach of Clause 1.122, except where Guarantor (including this Section 7.07) and defending itself against or investigating any such claim arises from items or materials supplied (whether asserted by the Agency Company, any Guarantor, any holder or which the Agency has specified for use by the Contractorany other Person). The Agency obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee or the Notes Collateral Agent. The Trustee shall notify the Contractor in writing Company of any IP Infringement Claim brought against claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Agency Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company may defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in materials supplied or licensed the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment: (i) counsel appointed by the Contractor. The Contractor shall at its own expense conduct all negotiations Company is reasonably acceptable to the indemnified party; (ii) there is no actual or potential conflict of interest between, on one hand, one or more indemnified parties, and on the other hand, the Company and the Guarantors, as applicable, and any litigation arising other such parties in connection with any IP Infringement Claim provided always that such defense, in which event of conflict the Contractor: shall consult the Agency on all substantive issues which arise during the conduct of Company and such litigation and negotiations; shall take due and proper account of the interests of the Agency; and shall not settle or compromise any claim without the prior Approval of the Agency. The Agency shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Agency for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Agency in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Agency or which the Agency has specified for use by the Contractor. The Agency shall not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Agency and, at its own expense and subject to the consent of the Agency, use its best endeavours to: modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the relevant provisions of this Contract shall apply to such modified or substitute Services; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Agency. If a modification or substitution is not possible so as to avoid the infringement or the Contractor is not able to procure a licence in accordance with Clause 1.128.1(b) within such time as the Agency may reasonably specify: the Agency may, at its option, terminate this agreement in accordance with Clause 1.170.1(b); and the Contractor Guarantor shall be liable for the value reasonable legal expenses of Replacement Services each counsel whose appointment is necessary to resolve such conflict; and (iii) The Company and such Guarantor shall not enter into any additional costs incurred settlement with respect to any claim or action without such indemnified party’s prior written consent (which consent shall not be unreasonably withheld or delayed). The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct or gross negligence, as determined by a final, nonappealable order of a court of competent jurisdiction. To secure the Company’s and the Guarantors’ payment obligations in implementing this Section 7.07, the Trustee and maintaining such replacementsthe Notes Collateral Agent shall have a Lien prior to the Notes on all money or ​ ​ property held or collected by the Trustee or the Notes Collateral Agent other than money or property held in trust to pay principal of, interest, if any, on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee or the Notes Collateral Agent. Without prejudice to any other rights available to the Trustee and the Notes Collateral Agent under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

AND INDEMNITY. The Contractor Issuers and the Subsidiary Guarantors, jointly and severally, shall pay to the Trustee from time to time compensation for the Trustee’s acceptance of this Indenture and its services hereunder. The Trustee’s compensation shall not infringe be limited by any law on compensation of a trustee of an express trust. The Issuers and the Intellectual Property Subsidiary Guarantors, jointly and severally, shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances Incurred or made by it, including costs of any third party collection, in supplying addition to the Services compensation for its services. Such expenses shall include the reasonable compensation and shall ensure that the receipt expenses, disbursements and advances of the Services Trustee’s agents, counsel, accountants and experts. The Issuers and the Subsidiary Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their directors, officers, employees and agents against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees, disbursements and expenses and including taxes (other than taxes based upon, measured by or determined by the Agency and others, as contemplated income of the Trustee) Incurred by this Contract, does not infringe the Intellectual Property of any third party. The Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Agency and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and Agency basis) and other liabilities arising from or incurred as a result of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture, the Notes, any breach of Clause 1.122, except where Subsidiary Guarantee or any such Security Document against the Company or any Subsidiary Guarantor (including this Section 7.07) and defending itself against or investigating any claim arises from items or materials supplied (whether asserted by the Agency Issuer, any Subsidiary Guarantor, any holder or which the Agency has specified for use by the Contractorany other Person). The Agency obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Contractor in writing Issuers of any IP Infringement Claim brought against claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Agency in materials supplied Issuers shall not relieve the Issuers or licensed by the Contractorany Subsidiary Guarantor of its indemnity obligations hereunder. The Contractor Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at its own the Issuers’ expense conduct all negotiations in the defense. Such indemnified parties may have separate counsel and any litigation arising the Issuers and such Subsidiary Guarantor, as applicable, shall pay the fees, disbursements and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees, disbursements and expenses if they assume such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Issuers and the Subsidiary Guarantors, as applicable, on the one hand, and such indemnified parties, on the other hand, in connection with such defense. The Issuers need not reimburse any IP Infringement Claim provided always that expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, gross negligence or bad faith (as determined by a court of competent jurisdiction in a final, non-appealable order). To secure the Contractor: Issuers’ and the Subsidiary Guarantors’ payment obligations in this Section 7.07, the Trustee shall consult have a Lien prior to the Agency Notes on all substantive issues which arise during money or property held or collected by the conduct Trustee other than money or property held in trust to pay principal of such litigation and negotiations; interest on particular Notes. The Issuers’ and the Subsidiary Guarantors’ payment obligations pursuant to this Section 7.07 shall take due and proper account survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the interests of the Agency; and shall not settle or compromise Trustee. Without prejudice to any claim without the prior Approval of the Agency. The Agency shall at the request of the Contractor afford other rights available to the Contractor all reasonable assistance for Trustee under applicable law, when the purpose Trustee Incurs expenses after the occurrence of contesting a Default specified in Section 6.01(f) or with respect to the Issuers or any IP Infringement Claim. The Contractor shall indemnify Significant Subsidiary, the Agency for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Agency in relation to any costs charges and expenses incurred of the Trustee’s agents and counsel) are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Agency or which the Agency has specified for use by the Contractor. The Agency shall not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the defence or settlement performance of any IP Infringement Claim. If an IP Infringement Claim is made of its duties hereunder, or in the reasonable opinion exercise of the Contractor is likely to be madeany of its rights or powers, the Contractor shall notify the Agency and, at its own expense and subject to the consent if repayment of the Agency, use its best endeavours to: modify any such funds or all of the Services without reducing the performance adequate indemnity against such risk or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the relevant provisions of this Contract shall apply to such modified or substitute Services; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Agency. If a modification or substitution liability is not possible so as assured to avoid the infringement or the Contractor is not able to procure a licence in accordance with Clause 1.128.1(b) within such time as the Agency may reasonably specify: the Agency may, at its option, terminate this agreement in accordance with Clause 1.170.1(b); and the Contractor shall be liable for the value of Replacement Services and any additional costs incurred in implementing and maintaining such replacementssatisfaction.

AND INDEMNITY. ​ The Contractor Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as mutually agreed to in writing. The Trustee’s compensation shall not infringe be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Intellectual Property of any third party Trustee ​ ​ promptly upon request for all reasonable disbursements, advances and expenses Incurred or made by it in supplying addition to the Services compensation for its services. Such expenses shall include the reasonable compensation, disbursements and shall ensure that the receipt expenses of the Services by Trustee’s agents and counsel, except any such disbursement, advance or expense as may be incurred due to the Agency Trustee’s gross negligence or willful misconduct. ​ The Company shall indemnify the Trustee (in its capacity as Trustee) or any predecessor Trustee (in its capacity as Trustee) against any and others, as contemplated by this Contract, does not infringe the Intellectual Property of any third party. The Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Agency and the Crown harmless from and against all actions, suitslosses, claims, demands, damages, penalties, fines, liabilities or expenses, legal including incidental and out-of-pocket expenses, court costs and reasonable attorneys’ fees (on a solicitor and Agency basisfor purposes of this Article 7, “losses”) and other liabilities Incurred by it arising from or incurred as a result out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any breach claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of Clause 1.122any of its powers or duties hereunder, except where any to the extent such claim arises from items losses may be attributable to its negligence or materials supplied by the Agency or which the Agency has specified for use by the Contractorwillful misconduct. The Agency Trustee shall notify the Contractor in writing Company promptly of any IP Infringement Claim brought against the Agency in materials supplied or licensed claim for which it may seek indemnity. Failure by the ContractorTrustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Contractor Company shall at its own expense conduct all negotiations defend the claim, and any litigation arising the Trustee shall cooperate in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Agency on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Agency; and shall not settle or compromise any claim without the prior Approval of the Agencydefense. The Agency shall at Trustee may have separate counsel if the request of the Contractor afford Trustee has been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Agency for all costs Company and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Agency in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Agency or which the Agency has specified for use by the Contractor. The Agency shall not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the reasonable opinion judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss Incurred by the Trustee through the Trustee’s negligence or bad faith. ​ The obligations of the Contractor is likely to be madeCompany under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, the Contractor resignation or removal of the Trustee and payment in full of the Notes. To secure the Company’s payment obligations in this Section, the Trustee shall notify the Agency and, at its own expense and subject have a Lien prior to the consent of Notes on all money or property held or collected by the AgencyTrustee, use its best endeavours to: modify any or all of except that held in trust to pay principal, premium, if any, and interest on particular Notes. Such Lien shall survive the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance satisfaction and functionality, so as to avoid the infringement or the alleged infringement, provided that the relevant provisions discharge of this Contract shall apply to such modified Indenture. ​ When the Trustee Incurs expenses or substitute Services; renders services after an Event of Default specified in Section 6.01(ix) or procure a licence to use and supply (x) hereof occurs, the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Agency. If a modification or substitution is not possible so as to avoid the infringement or the Contractor is not able to procure a licence in accordance with Clause 1.128.1(b) within such time as the Agency may reasonably specify: the Agency may, at its option, terminate this agreement in accordance with Clause 1.170.1(b); expenses and the Contractor shall be liable compensation for the value services (including the fees and expenses of Replacement Services its agents and counsel) are intended to constitute expenses of administration under any additional costs incurred in implementing and maintaining such replacements.Bankruptcy Law. ​

AND INDEMNITY. The Contractor shall not infringe the Intellectual Property of any third party in supplying the Services and shall ensure that the receipt of the Services by the Agency and others, as contemplated by this Contract, does not infringe the Intellectual Property of any third party. The Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Agency and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and Agency client basis) and other liabilities arising from or incurred as a result of or in connection with any breach of Clause 1.12240.1, except where any such claim arises from items or materials supplied by the Agency or which the Agency has specified for use by the Contractor. The Agency shall notify the Contractor in writing of any IP Infringement Claim brought against the Agency in materials supplied or licensed by the Contractor. The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Agency on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Agency; and shall not settle or compromise any claim without the prior Approval of the Agency. The Agency shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Agency for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Agency in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Agency or which the Agency has specified for use by the Contractor. The Agency shall not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Agency and, at its own expense and subject to the consent of the Agency, use its best endeavours to: modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the relevant provisions of this Contract shall apply to such modified or substitute Services; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Agency. If a modification or substitution is not possible so as to avoid the infringement or the Contractor is not able to procure a licence in accordance with Clause 1.128.1(b1.139.1(b) within such time as the Agency may reasonably specify: the Agency may, at its option, terminate this agreement in accordance with Clause 1.170.1(b1.182.1(b); and the Contractor shall be liable for the value of Replacement Services and any additional costs incurred in implementing and maintaining such replacements.