Common use of Company Indemnification Obligations Clause in Contracts

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. 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-offSkyworks, 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 Skyworks 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 CNXT Effective Date; or (b) provided by Conexant Skyworks or Skyworks 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 Skyworks, or its AffiliatesAffiliates including but not limited to Skyworks.

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 '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 '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. 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-offSkyworks, 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 '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 Skyworks 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 '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 CNXT Effective Date; or (b) provided by Conexant Skyworks or Skyworks 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 Skyworks, or its AffiliatesAffiliates including but not limited to Skyworks.

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”"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 '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 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 18 * CONFIDENTIAL TREATMENT REQUESTED Company, to the extent that such damages are directly attributable to a Company Infringement Claim. Company’s '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.