Common use of Buyer’s Remedies and Judgments Clause in Contracts

Buyer’s Remedies and Judgments. In connection with the foregoing, Embraer agrees to defend at its expense any suit or action in respect of any claim or copyright claim. Buyer's remedy and Embraer's obligation and liability under this Article 15 are conditional upon Buyer giving Embraer written notice promptly after Buyer receives notice of a suit or action against Buyer alleging infringement or after Buyer receives a written claim of infringement, whichever is earlier. Failure to notify Embraer as provided in the foregoing sentence shall relieve Embraer of liability that it may have to Buyer only to the extent that the defense of any such claim is prejudiced thereby. Embraer's obligations hereunder with respect to any actual or alleged infringement are also conditioned upon (i) Buyer's promptly furnishing to Embraer all the data, papers, records and other assistance within the control of Buyer material to the resistance of or defense against any such charge or suits for infringement, (ii) upon Embraer's reasonable request, Buyer's use of diligent efforts in full cooperation with Embraer to reduce royalties, liabilities, damages, costs and expenses involved, and (iii) Embraer's prior approval of Buyer's payment, assumption or admission of any liabilities, or royalties for which Embraer is asked to indemnify Buyer hereunder. [*] Embraer shall have the option but not the obligation at any time to conduct negotiations with the party or parties charging infringement and may intervene in any suit commenced. Whether or not Embraer intervenes in any such suit, it shall be entitled at any stage of the proceedings to assume control and conduct the defense and/or settlement of such suit or action either in the name of Embraer or of Buyer, or both. Buyer shall cooperate with Embraer and shall, upon Embraer's reasonable request and at Embraer's expense, arrange for attendance of representatives of Buyer at hearings and trial and assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of the defense of such suits or actions. Embraer shall assume and pay any and all [*] assessed against Buyer in a judgment of any such suit or action, and Embraer will pay any payments in settlement imposed upon or incurred by Buyer with Embraer's approval, together with all interest accruing after entry of any such judgment or after the making of any such settlement, [*]15.3

Buyer’s Remedies and Judgments. In connection with the foregoing, Embraer agrees to defend at its expense any suit or action in respect of any claim or copyright claim. Buyer's ’s remedy and Embraer's ’s obligation and liability under this Article 15 are conditional upon Buyer giving Embraer written notice promptly after Buyer receives notice of a suit or action against Buyer alleging infringement or after Buyer receives a written claim of infringement, whichever is earlier. Failure to notify Embraer as provided in the foregoing sentence shall relieve Embraer of liability that [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. CONFIDENTIAL TREATMENT REQUESTED it may have to Buyer only to the extent that the defense of any such claim is prejudiced thereby. Embraer's ’s obligations hereunder with respect to any actual or alleged infringement are also conditioned upon (i) Buyer's ’s promptly furnishing to Embraer all the data, papers, records (as requested by Embraer) and other assistance within the control of Buyer material to the resistance of or defense against any such charge or suits for infringement, (ii) upon Embraer's reasonable request, Buyer's ’s use of diligent efforts in full cooperation with Embraer to reduce royalties, liabilities, damages, costs and expenses involved, and (iii) Embraer's ’s prior approval of Buyer's ’s payment, assumption or admission of any liabilities, or royalties for which Embraer is asked to indemnify Buyer hereunderrespond. [*] Embraer shall have the option but not the obligation at any time to conduct negotiations with the party or parties charging infringement and may intervene in any suit commenced. Whether or not Embraer intervenes in any such suit, it shall be entitled at any stage of the proceedings to assume control and conduct the defense and/or settlement of such suit or action either in the name of Embraer or of Buyer, or both. Buyer shall cooperate with Embraer and shall, upon Embraer's ’s reasonable request and at Embraer's expense[*****], arrange for attendance of representatives of Buyer at hearings and trial and assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of the defense of such suits or actions. Embraer shall assume and pay any and all [*] judgments and all costs assessed against Buyer in a final non-appeallable judgment of any such suit or action, and Embraer will pay any payments in settlement imposed upon or incurred by Buyer with Embraer's ’s approval, together with all interest accruing after entry of any such judgment or after the making of any such settlement, [*****]15.3

Buyer’s Remedies and Judgments. In connection with the foregoing, Embraer agrees to defend at its expense any suit or action in respect of any claim or copyright claim. Buyer's ’s remedy and Embraer's ’s obligation and liability under this Article 15 are conditional upon Buyer giving Embraer written notice promptly after Buyer receives notice of a suit or action against Buyer alleging infringement or after Buyer receives a written claim of infringement, whichever is earlier. Failure to notify Embraer as provided in the foregoing sentence shall relieve Embraer of liability that it may have to Buyer only to the extent that the defense of any such claim is prejudiced thereby. Embraer's ’s obligations hereunder with respect to any actual or alleged infringement are also conditioned upon (i) Buyer's promptly furnishing to Embraer all the data, papers, records and other assistance within the control of Buyer material to the resistance of or defense against any such charge or suits for infringement, (ii) upon Embraer's ’s reasonable request, Buyer's use of diligent efforts in full cooperation with Embraer to reduce royalties, liabilities, damages, costs and expenses involved, and (iii) Embraer's prior approval of Buyer's payment, assumption or admission of any liabilities, or royalties for which Embraer is asked to indemnify Buyer hereunder. [*] Embraer shall have the option but not the obligation at any time to conduct negotiations with the party or parties charging infringement and may intervene in any suit commenced. Whether or not Embraer intervenes in any such suit, it shall be entitled at any stage of the proceedings to assume control and conduct the defense and/or settlement of such suit or action either in the name of Embraer or of Buyer, or both. Buyer shall cooperate with Embraer and shall, upon Embraer's ’s reasonable request and at Embraer's ’s expense, arrange for attendance of representatives of Buyer at hearings and trial and assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of the defense of such suits or actions. Embraer shall assume and pay any and all [*] assessed against Buyer in a judgment of any such suit or action, and Embraer will pay any payments in settlement imposed upon or incurred by Buyer with Embraer's ’s approval, together with all interest accruing after entry of any such judgment or after the making of any such settlement, [*]15.3.

Buyer’s Remedies and Judgments. In connection with the foregoing, Embraer agrees to defend at its expense any suit or action in respect of any claim or copyright claim. Buyer's ’s remedy and Embraer's ’s obligation and liability under this Article 15 are conditional upon Buyer giving Embraer written notice promptly after Buyer receives notice of a suit or action against Buyer alleging infringement or after Buyer receives a written claim of infringement, whichever is earlier. Failure to notify Embraer as provided in the foregoing sentence shall relieve Embraer of liability that [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. CONFIDENTIAL TREATMENT REQUESTED it may have to Buyer only to the extent that the defense of any such claim is prejudiced thereby. Embraer's ’s obligations hereunder with respect to any actual or alleged infringement are also conditioned upon (i) Buyer's ’s promptly furnishing to Embraer all the data, papers, records (as requested by Embraer) and other assistance within the control of Buyer material to the resistance of or defense against any such charge or suits for infringement, (ii) upon Embraer's reasonable request, Buyer's ’s use of diligent efforts in full cooperation with Embraer to reduce royalties, liabilities, damages, costs and expenses involved, and (iii) Embraer's ’s prior approval of Buyer's ’s payment, assumption or admission of any liabilities, or royalties for which Embraer is asked to indemnify Buyer hereunderrespond. [*] Embraer shall have the option but not the obligation at any time to conduct negotiations with the party or parties charging infringement and may intervene in any suit commenced. Whether or not Embraer intervenes in any such suit, it shall be entitled at any stage of the proceedings to assume control and conduct the defense and/or settlement of such suit or action either in the name of Embraer or of Buyer, or both. Buyer shall cooperate with Embraer and shall, upon Embraer's ’s reasonable request and at Embraer's expense[*****], arrange for attendance of representatives of Buyer at hearings and trial and assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of the defense of such suits or actions. Embraer shall assume and pay any and all [*] judgments and all costs assessed against Buyer in a final non-appeallable judgment of any such suit or action, and Embraer will pay any payments in settlement imposed upon or incurred by Buyer with Embraer's ’s approval, together with all interest accruing after entry of any such judgment or after the making of any such settlement, [*****]15.3.