Common use of Distributor’s Indemnity Clause in Contracts

Distributor’s Indemnity. If notified promptly in writing of any action (and all prior claims relating to such action) against Xxxxxx.xxx based on a claim arising from (i) infringement of any patent or other intellectual property right which results from the Exceptions; (ii) Distributor's grant of a warranty to any Customer exceeding the limited warranty set forth in Section 9.1 of this Agreement (an "Excess Warranty"), (iii) Distributor's material breach of this Agreement, or (iv) Distributor's negligence or willful misconduct, Distributor shall indemnify Xxxxxx.xxx and hold Xxxxxx.xxx harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney's fees, arising out of any claim with respect to the breach or alleged breach of such Excess Warranty or this Agreement or such negligence or willful misconduct; provided that ------------- Distributor shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further that no ----------------- cost or expense shall be incurred for the account of Distributor without Distributor's prior written consent.

Distributor’s Indemnity. If notified promptly in writing of any action (and all prior claims relating to such action) against Xxxxxx.xxx based on a claim arising from (i) infringement of any patent or other intellectual property right which results from the Exceptions; (ii) Distributor's grant of a warranty to any Customer exceeding the limited warranty set forth in Section 9.1 of this Agreement (an "Excess Warranty"), (iii) Distributor's material breach of this Agreement, or (iv) Distributor's negligence or willful misconduct, Distributor shall indemnify Xxxxxx.xxx and hold Xxxxxx.xxx harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney's fees, arising out of any claim with respect to the breach or alleged breach of such Excess Warranty or this Agreement or such negligence or willful misconduct; provided that ------------- Distributor shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further further, that ---------------- no ----------------- cost or expense shall be incurred for the account of Distributor without Distributor's prior written consent.

Distributor’s Indemnity. If notified promptly in writing of any ----------------------- action (and all prior claims relating to such action) against Xxxxxx.xxx based on a claim arising from (i) infringement of any patent or other intellectual property right which results from the Exceptions; (ii) Distributor's grant of a warranty to any Customer exceeding the limited warranty set forth in Section 9.1 of this Agreement (an "Excess Warranty"), (iii) Distributor's material breach of this Agreement, or (iv) Distributor's negligence or willful misconduct, Distributor shall indemnify Xxxxxx.xxx and hold Xxxxxx.xxx harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney's fees, arising out of any claim with respect to the breach or alleged breach of such Excess Warranty or this Agreement or such negligence or willful misconduct; provided that ------------- Distributor shall have had sole control of the defense ------------- of any such action and all negotiations for its settlement or compromise; and, provided further further, that no ----------------- cost or expense shall be incurred for the account of ---------------- Distributor without Distributor's prior written consent.

Distributor’s Indemnity. If notified promptly in writing of any action (and all prior claims relating to such action) against Xxxxxx.xxx based on a claim arising from (i) infringement of any patent or other intellectual property right which results from the Exceptions; (ii) Distributor's grant of a warranty to any Customer exceeding the limited warranty set forth in Section 9.1 of this Agreement (an "Excess Warranty"), (iii) Distributor's material breach of this Agreement, or (iv) Distributor's negligence or willful misconduct, misconduct Distributor shall indemnify Xxxxxx.xxx and hold Xxxxxx.xxx harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney's fees, arising out of any claim with respect to the breach or alleged breach of such Excess Warranty or this Agreement or such negligence or willful misconduct; provided that ------------- Distributor shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further that no ----------------- -------- ------- cost or expense shall be incurred for the account of Distributor without Distributor's prior written consent.

Distributor’s Indemnity. If notified promptly in writing of any action (and all prior claims relating to such action) against Xxxxxx.xxx based on a claim arising from (i) infringement of any patent or other intellectual property right which results from the Exceptions; (ii) Distributor's grant of a warranty to any Customer exceeding the limited warranty set forth in Section 9.1 of this Agreement (an "Excess Warranty"), (iii) Distributor's material breach of this Agreement, or (iv) Distributor's negligence or willful misconduct, misconduct Distributor shall indemnify Xxxxxx.xxx and hold Xxxxxx.xxx harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney's fees, arising out of any claim with respect to the breach or alleged breach of such Excess Warranty or this Agreement or such negligence or willful misconduct; provided that ------------- Distributor shall have had sole control of the defense of any such -------- ---- action and all negotiations for its settlement or compromise; and, provided -------- further that no ----------------- cost or expense shall be incurred for the account of Distributor ------- without Distributor's prior written consent.