By AATI Sample Clauses

By AATI. Execution or modification of this License Agreement requires the approval of the President (or the CEO) and the Chief Technical Officer (CTO) of AATI. No other employee of AATI can approve modifications to the Intellectual Property licenses contained herein.
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By AATI. Subject to the rights granted to or retained by MAGNACHIP under Sections 2, 3.2 and 3.3, the Parties acknowledge and agree that as between the Parties, all title to and ownership of all AATI Intellectual Property and AATI IC Technology not expressly granted herein shall remain the sole and exclusive property of AATI. Nothing herein shall be construed as granting MAGNACHIP any ownership rights in the AATI Intellectual Property and AATI IC Technology. AATI grants no rights, license or title to its technology beyond the scope of this Agreement, unless otherwise agreed to in writing by both parties.
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By AATI. (a) AATI will defend or settle, at its expense, all claims, proceedings and/or suits brought by Third Parties against MAGNACHIP, its Affiliates (including their directors, officers, and employees) alleging that AATI IC Technology as provided by AATI to MAGNACHIP hereunder infringes or violates any patent, copyright, trade secret or other intellectual property right (herein “Claim”) and will indemnify MAGNACHIP from and pay all litigation costs, reasonable attorney’s fees, settlement payments (subject to AATI’s reasonable approval) and damages awarded by a court having jurisdiction over such Claim with respect to any such Claim; and provided that AATI shall be relieved of its obligations under this Section 8.2 unless MAGNACHIP promptly notifies AATI in writing of any such Claim and gives AATI sole control, full authority, information and assistance (at AATI’s expense) for the defense or settlement of such Claim. (b) Without limiting its obligations under Section 8.2(a), when notified of an action or motion that seeks to restrict the use, sale and/or distribution of any AATI IC Technology hereunder (or part thereof), AATI may but is not required or obligated to, at its option and expense, (1) obtain the right for MAGNACHIP the right to use the AATI IC Technology licensed hereunder, (2) substitute other functionally equivalent technology that does not infringe, or (3) modify such technology so that it no longer infringes. (c) Notwithstanding any provision to the contrary, the indemnification obligations in this Section 8.2 shall not be applicable to the extent a Claim arises from (1) use of the AATI IC Technology in violation of the license terms herein or (2) modification of the AATI IC Technology by a party other than AATI, or (3) a combination of the AATI IC Technology with other technology not provided by AATI or (4) MAGNACHIP acting as a foundry to any Third Party AATI Intellectual Property licensee, provided, however, that AATI has, in its written consent granting permission to MAGNACHIP to act as a foundry to such Third Party licensee, provided a written representation reasonably satisfactory to counsel to MAGNACHIP that AATI has indemnified such Third Party licensee from and against all claims, proceedings and/or suits brought against the Third Party licensee and alleging that AATI intellectual property as provided by AATI to the Third Party licensee infringes or violates any patent, copyright, trade secret or other intellectual property right. THE FO...
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