By GE. GE shall, at GE’s expense, defend or, at GE’s option, settle any claim brought against Customer by a third party that any GE Offering infringes any third party’s United States patent, copyright, trademark, or trade secret (an “Infringement Claim”), and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by GE on Customer’s behalf. As a condition of GE’s obligation, Customer must notify GE promptly of any Infringement Claim in writing, tender to GE sole control and authority over the defense or settlement of such claim, and reasonably cooperate with GE and provide GE with available information in the investigation and defense of such claim. Any effort by Customer to settle an Infringement Claim without GE’s involvement and written approval shall void any indemnification obligation hereunder. If use of any GE Offering becomes, or in GE’s opinion is likely to become, enjoined or subject to a valid claim of infringement, GE may, at GE’s option, (i) procure, at no cost to Customer, the right to use such GE Offering, or (ii) modify the GE Offering or provide a substitute that is non-infringing. If the foregoing is not commercially reasonable, GE may, as applicable: (x) suspend or terminate Customer’s subscription to the affected Hosted Service and refund the unexpired portion of the prepaid fees for the suspended or terminated Hosted Services, or (y) terminate Customer’s license to the affected Software and refund the pro-rated license fees, or (z) accept a return of the affected Hardware and refund the purchase price, less reasonable depreciation. GE shall have no obligation or liability under this Section for any Infringement Claim to the extent caused by: (a) a modification to the GE Offerings not provided or performed by GE, (b) Customer Content and Customer designs and specifications, (c) the combination of the GE Offerings with other hardware, software, content, or services not provided by GE,
By GE. GE shall, at GE's expense, defend or, at GE's option, settle any claim brought against Customer by a third party that any GE Offering infringes any third party's United States patent, copyright, trademark, or trade secret (an "Infringement Claim"), and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by GE on Customer's behalf. As a condition of GE's obligation, Customer must notify GE promptly of any Infringement Claim in writing, tender to GE sole control and authority over the defense or settlement of such claim, and reasonably cooperate with GE and provide GE with available information in the investigation and defense of such claim. Any effort by Customer to settle an Infringement Claim without GE's involvement and written approval shall void any indemnification obligation hereunder. If use of any GE Offering becomes, or in GE's opinion is likely to become, enjoined or subject to a valid claim of infringement, GE may, at GE's option, (i) procure, at no cost to Customer, the right to use such GE Offering, or
By GE. To the maximum extent permitted by law and subject to the limitations set forth in Article X, GE shall indemnify, defend and hold harmless POA and its partners, shareholders, officers, directors, employees, representatives and agents (the "POA Indemnified Parties"), from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, losses, costs and expenses of every kind and character whatsoever, including without limitation, reasonable attorneys' fees and expenses, for injury to or death of third parties or loss or damage to property of third parties to the extent arising out of or in connection with (i) any failure on the part of GE to perform its obligations under this Agreement or (ii) any negligent acts or omissions, willful misconduct or violations of Steam User's safety procedures by GE, its employees, agents, representatives or independent contractors or any other person acting for or on behalf of GE (other than a POA Indemnified Party). It is understood and agreed by the Parties that any costs or expenses incurred by GE pursuant to its indemnity obligations under this Section 9.01, including without limitation, the cost of deductibles with respect to the insurance maintained by GE or POA pursuant to Article VIII, shall not constitute Reimbursable Expenses.
