Company Indemnification Obligations. (a) We will defend You against a third-party claim that Your valid use of Our Software in accordance with this Agreement infringes a third party’s patent, copyright, or registered trademark, when such claim is asserted against the Software alone, and not in combination with non-Company product or service, or solely a combination of Our Software (“Third- Party Claim”). We will indemnify You against any final judgement entered by a court of competent jurisdiction or any settlements arising out of the Third-Party Claim, subject to Section 10.2 (b) below.
Company Indemnification Obligations. Company agrees to indemnify, hold harmless and defend at its own expense any liability or cost associated with any claim, suit, or action (collectively, “Claims”) asserted or brought against Conexant, a Conexant Spin-off, or any of their respective Affiliates and subsidiaries, and their officers, directors, employees, agents, and representatives by a third party to the extent that such Claim alleges that Company’s use of technology, equipment, processes, or methods to manufacture the Wafers or provide the Probe Services infringes upon any patent, copyright, or any other intellectual property right (a “Company Infringement Claim”). Company will pay such damages awarded against Conexant by a court of competent jurisdiction, or agreed to in a monetary settlement of any such Claim by Company, to the extent that such damages are directly attributable to a Company Infringement Claim. Company’s indemnification obligation hereunder will not apply to Company Infringement Claims alleging infringement by any technology, equipment, processes, or methods that were (a) in use by Company upon the Effective Date; or (b) provided by Conexant to Company. For the avoidance of doubt, if Company modifies, improves, or combines any such technology equipment, processes, or methods, the foregoing indemnification obligation will apply to the extent that Company Infringement Claims are directed at the modifications, improvements, or combinations, except for modifications, improvements, or combinations performed at the direction of Conexant or its Affiliates.
Company Indemnification Obligations. (a) We will indemnify and defend You and your Affiliates, and their officers, directors, and employees against any third-party claims asserted in a Covered Country against You in a suit or action if: (i) the claim is for patent infringement or copyright infringement, or for Our trade secret misappropriation; and (ii) the claim is asserted against the Cloud Services alone and not in combination with any non-Company product or service.
Company Indemnification Obligations. Company will unconditionally indemnify, and defend McAfee, its Affiliates, and their officers, directors, employees, contractors and agents (each a McAfee Indemnified Party) against any claims, liabilities and expenses (including court costs and reasonable attorneys' fees) that a McAfee Indemnified Party incurs as a result of or in connection with:
(a) any third-party claims arising from:
(i) Company Data, including without limitation Company’s failure to follow applicable laws or obtain all necessary consents related to Company Data;
(ii) Company's use of the Cloud Services in a manner not expressly permitted by this Agreement;
(iii) McAfee’s compliance with any technology, designs, instructions or requirements provided by Company or a third party on Company’s behalf;
(iv) any claims, costs, damages and liabilities whatsoever asserted by any Company Representative; or
(v) any violation by Company of applicable laws or regulations; and
(b) any reasonable costs and attorneys’ fees required for McAfee to respond to a subpoena, court order or other official government inquiry regarding Company Data or Company’s use of the CloudServices.
Company Indemnification Obligations. (a) Tyler and Sub agree that all rights to indemnification existing in favor of the present or former directors, officers, employees, fiduciaries and agents of the Company or any Company Subsidiary (collectively, the "D&O Indemnified Parties") as provided in the Company's or any Company Subsidiary's Articles of Incorporation, Bylaws, or other organizational documents as in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect for six years after the Effective Time (without modification or amendment, except as required by applicable law), to the fullest extent permitted by law, and shall be enforceable by the D&O Indemnified Parties against the Surviving Corporation or applicable Company Subsidiary; provided that in any event Tyler and the Surviving Corporation shall pay and reimburse expenses in advance of the final disposition of any action or proceeding to each D&O Indemnified Party to the fullest extent permitted by law.
(b) The provisions of this Section 6.7 shall survive the consummation of the Merger and expressly are intended to benefit each of the D&O Indemnified Parties. Each of the D&O Indemnified Parties shall be entitled to enforce the covenants contained herein.
(c) If the Surviving Corporation, applicable Company Subsidiary, or any of their respective successors or assigns (i) reorganizes, amalgamates or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, amalgamation, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors or assigns of the Surviving Corporation assume all of the obligations of the Surviving Corporation set forth in this Section 6.7.
Company Indemnification Obligations. (a) Pursuant to Section 3.4, at Closing Acquiror shall set aside the Escrowed Shares in a segregated Escrow Account. Subject to the limitations contained in this Article 9, the Escrowed Shares shall be available to compensate Acquiror for any loss, expense, liability or other damage, including reasonable attorneys' fees (collectively, "Damages") to the extent of Damages incurred by Acquiror by reason of the breach or alleged breach by the Company of any representation, warranty, covenant or agreement of the Company contained in this Agreement or in any document, schedule or certificate delivered by the Company pursuant hereto (provided that, in the event of any such breach or inaccuracy, for purposes of determining the amount of any Loss no effect will be given to any qualification as to "materiality", a "Company Material Adverse Effect" or "Knowledge" contained therein) (collectively, the "Company Indemnification Obligations").
(b) Acquiror shall be entitled to set-off the amount of any Company Indemnification Obligation in excess of the Escrow Account against any amount, right or obligation owing to a Company Stockholder under this Agreement or any other agreement, including without limitation the Earn-Out Payment.
(c) Notwithstanding the representations and warranties and the related disclosures in the Schedule of Exceptions, the Company Indemnification Obligations shall include any Damages arising from, or related to the claims set forth on Section 4.22(b) of the Schedule of Exceptions with respect to U.S. Patent 4,698,672 (the "672 Matter").
Company Indemnification Obligations. (a) Tyler and Sub agree that all rights to indemnification existing in favor of the present or former directors, officers, employees, fiduciaries and agents of the Company (collectively, the "D&O Indemnified Parties") as provided in the Company's Articles of Incorporation, Bylaws, or other organizational documents as in effect as of
Company Indemnification Obligations. 18 9.3 CONDITIONS........................................ 19
Company Indemnification Obligations. COMPANY shall defend, indemnify, and hold harmless OC, its Affiliates, and all of their officers, directors, employees, agents, successors and assigns (an "OC Indemnified Party") from and against any and all liability, loss, damages, judgments, costs or expenses (including reasonable attorneys' fees and court costs) which the OC Indemnified Party may incur, suffer, or be required to pay based on a claim that COMPANY's use of the OC Software other than as contemplated by this Agreement infringes any third party proprietary rights, provided that OC: (i) give COMPANY prompt written notice of any such claim; (ii) allows COMPANY to direct the defense and settlement of the claim; and (iii) provides COMPANY with the authority, information, and assistance that COMPANY deems reasonably necessary for the defense and settlement of the claim.
Company Indemnification Obligations. Company shall defend, indemnify and hold you harmless from and against any and all claims, suits, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) to the extent arising out of any claim that your use of the Services infringes a United States patent, copyright, or trademark or misappropriates a trade secret of any third party, provided Company is promptly notified of any and all threats, claims and proceedings related thereto. In the event that the Services, or any portion thereof, becomes the subject of a claim of infringement or misappropriation, Company may (i) procure for you the right to continue using the Services, (ii) replace or modify the infringing portion of the Services, or (iii) terminate this Agreement. The foregoing obligations of the Company do not apply with respect to Services which are modified by you. THE FOREGOING STATES COMPANY’S ENTIRE LIABILITY WITH RESPECT TO CLAIMS OF INFRINGEMENT BY THE SERVICES.
