By Sperry Sample Clauses

By Sperry. Sperry shall indemnify and hold eVS harmless against any claims, losses, damages, actions, amounts paid in settlement and expenses, including reasonable attorneys' fees and costs of investigation (other than amounts paid in settlement of any claim without Sperry's consent) resulting in whole or in part from claims by third parties against eVS for any alleged infringement, after the Transfer, of any license, patent or other proprietary rights of a third party as a result of the use or other exploitation of the Intellectual Property; provided, that eVS notifies Sperry promptly in writing of any such claim. eVS shall permit Sperry, in its sole discretion, to defend, compromise or settle such claim and shall provide all information, assistance and authority to enable Sperry to do so. eVS shall have no authority to settle any claim on behalf of Sperry.
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Related to By Sperry

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