Common use of Conexant Indemnification Obligations Clause in Contracts

Conexant Indemnification Obligations. Conexant 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 Company, its Affiliates and its subsidiaries, and their officers, directors, employees, agents, and representatives by a third party to the extent that such Claim alleges that Conexant’s specifications or designs used in the production of Wafers infringe on any patent, copyright, or any other intellectual property right (a “Conexant Infringement Claim”). Conexant will pay such damages awarded against Company by a court of competent jurisdiction, or agreed to in a monetary settlement of any such Claim by Conexant, to the extent that such damages are directly attributable to a Conexant Infringement Claim. Conexant’s indemnification obligation will not apply to Conexant Infringement Claims to the extent they result from or are attributable to (a) any modifications, combinations, or improvements made to the design or specification as furnished to Company by Conexant that are not agreed to by Conexant; or (b) use of the design or specification by Company for any purpose other than providing Wafers or Probe Services to Conexant.

Appears in 4 contracts

Samples: Wafer Supply and Services Agreement, Wafer Supply and Services Agreement (Jazz Semiconductor Inc), Wafer Supply and Services Agreement (Jazz Semiconductor Inc)

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Conexant Indemnification Obligations. Conexant 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 Company, its Affiliates and its subsidiaries, and their officers, directors, employees, agents, and representatives by a third party to the extent that such Claim alleges that Conexant’s 's specifications or designs used in the production of Wafers infringe on any patent, copyright, or any other intellectual property right [...***...] (a “Conexant Infringement Claim”"CONEXANT INFRINGEMENT CLAIM"). Conexant will pay such damages awarded against Company by a court of competent jurisdiction, or agreed to in a monetary settlement of any such Claim by Conexant, to the extent that such damages are directly attributable to a Conexant Infringement Claim. Conexant’s 's indemnification obligation will not apply to Conexant Infringement Claims to the extent they result from or are attributable to (a) any modifications, combinations, or improvements made to the design or specification as furnished to Company by Conexant that are not agreed to by Conexant; or (b) use of the design or specification by Company for any purpose other than providing Wafers or Probe Services to Conexant.

Appears in 1 contract

Samples: Wafer Supply and Services Agreement (Conexant Systems Inc)

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