Combined Offering Clause Samples

Combined Offering. Notwithstanding anything to the contrary in this Agreement, each Party will be responsible for all damages, costs, and expenses, including reasonable attorneys’ fees, incurred in connection with any Claim, action, demand or complaint brought against such Party by a third party to the extent resulting or arising from an infringement or alleged infringement of intellectual property rights as a result of only the interoperation of each Party’s Products with the other Party’s Products as part of a Combined Offering. Exceptions. The indemnification obligation in Section 15.1 will not apply to Claims to the extent that such Claims are based on or result from: (i) modifications made to the Selling Party’s Products by Reselling Party outside the scope of the results of the collaboration described in this Agreement without Selling Party’s direction or instruction, provided the infringement would have been avoided, but for such modification; or (ii) the combination of the Indemnifying Party’s Products with items not supplied or provided by Indemnifying Party and not contemplated by the results of the collaboration described in this Agreement, provided the infringement would have been avoided, but for combination and provided that there are substantial non-infringing uses for the Software apart from such combination. Breach of Agreement. The Indemnifying Party will, at its expense, defend, indemnify and hold harmless the Indemnified Party and each other Indemnified Related Party from and against any and all damages, costs, and expenses (including reasonable attorneys’ fees, all amounts that a court or arbitrator finally awards or that Indemnifying Party agrees to in settlement of any Claim (as defined below) and any and all reasonable expenses or charges as they are incurred by Indemnified Related Party in cooperating in the defense), incurred in connection with any Claim brought against an Indemnified Related Party by a third party which results or arises from (i) any representation or warranty made by Reselling Party or a Reseller that exceeds the representations and warranties made by Selling Party in its standard license, or (ii) any breach by it of any of the representations or warranties in Section 14.

Combined Offering. The Combined Offering will consist of a public offering in Belgium and a private offering in and outside Belgium (excluding the United States, Japan and Canada), which will take place simultaneously. The allocation of Offered Shares will be determined by BBL in concertation with the Company according to set criteria to be agreed upon.