Common use of Duty to Indemnify and Defend Clause in Contracts

Duty to Indemnify and Defend. Purchaser shall indemnify and hold harmless Seller against, and will defend or settle at Purchaser’s own expense, subject to the limitations stated in clauses 9.2 and 9.3 below and, to the extent applicable, the provisions of Sections 8.6 and 8.7 of the Asset Purchase Agreement, any action or other proceeding brought against Seller, its Affiliates or their respective directors, officers, shareholders or employees (each a “Seller Indemnified Party”) to the extent that it is based on a claim that any Successor Version or Combination Version, or a portion of either one (each, a “Purchaser Indemnified Version”) infringes or misappropriates a copyright, Patent or other Intellectual Property Right of a third party. Purchaser will pay any damages (including attorneys’ fees) awarded against the Seller Indemnified Party in any such action or proceeding and any costs and expenses (including reasonable attorneys’ fees) incurred by the Seller Indemnified Party to the extent attributable to any such claim, subject to the limitations stated in clauses 9.3 and 9.4 below. Xxxxxx agrees to provide Purchaser with prompt notice of any action or other proceeding brought against a Seller Indemnified Party for which such Seller Indemnified Party has indemnification rights hereunder, provided that the failure to provide such prompt notice shall not relieve Purchaser of its indemnification obligations hereunder except to the extent it is materially prejudiced thereby. Seller hereby agrees, and Seller shall procure that each other Seller Indemnified Party shall agree as a condition of being indemnified hereunder, that Purchaser will have the sole right to control the defense and settlement of any such action or other proceeding hereunder, provided that the Seller Indemnified Party may participate in the defense and settlement with its own attorneys at its expense, and provided, further, that Purchaser shall not be liable for or obligated under any compromise or settlement of such claim, action or proceeding without its prior written consent not to be unreasonably withheld or delayed. At Purchaser’s reasonable request, each Seller Indemnified Party shall provide Purchaser with reasonable assistance, at Purchaser’s expense, in its defense and settlement of such action, proceeding or claim.

Duty to Indemnify and Defend. Purchaser shall VIRL will indemnify and hold harmless Seller NXP against, and will defend or settle at PurchaserVIRL’s own expense, subject to the limitations stated in clauses 9.2 Sections 7.2 and 9.3 7.3 below and, to the extent applicable, the provisions of Sections 8.6 and 8.7 of the Asset Purchase Agreement, any action or other proceeding brought against SellerNXP, its Affiliates or their respective directors, officers, shareholders or employees (each a “Seller NXP Indemnified Party”) to the extent that it is based on a claim that any Successor Version or Combination Version, or a portion of either one (each, a “Purchaser Indemnified Version”) Deliverable under this Agreement infringes or misappropriates a copyright, Patent or other Intellectual Property Right of a third party. Purchaser VIRL will pay any damages (including attorneys’ fees) awarded against the Seller NXP Indemnified Party in any such action or proceeding and any costs and expenses (including reasonable attorneys’ fees) incurred by the Seller NXP Indemnified Party to the extent attributable to any such claim, subject to the limitations stated in clauses 9.3 Sections 7.2 and 9.4 7.3 below. Xxxxxx NXP agrees to provide Purchaser VIRL with prompt notice of any action or other proceeding brought against a Seller NXP Indemnified Party for which such Seller NXP Indemnified Party has indemnification rights hereunder, provided that the failure to provide such prompt notice shall not relieve Purchaser Virage Logic of its indemnification obligations hereunder except to the extent it is materially prejudiced thereby. Seller NXP hereby agrees, and Seller shall procure that each other Seller NXP Indemnified Party shall agree agrees as a condition of being indemnified hereunder, that Purchaser Virage Logic will have the sole right to control the defense and settlement of any such action or other proceeding third party claim hereunder, provided that the Seller NXP Indemnified Party may participate in the defense and settlement with its own attorneys at its expense, and provided, provided further, that Purchaser the NXP Indemnified Party shall not be liable for or obligated under any compromise or settlement of such claim, action or proceeding (other than with respect to restrictions on use of the VIRL Materials) without its prior written consent not to be unreasonably withheld withheld, conditioned or delayed. At PurchaserVirage Logic’s reasonable request, each Seller NXP Indemnified Party shall provide Purchaser Virage Logic with reasonable assistance, at PurchaserVirage Logic’s expense, in its the defense and settlement of such action, proceeding or claimany claims hereunder.

Duty to Indemnify and Defend. Purchaser shall Virage Logic will indemnify and hold harmless Seller Licensee against, and will defend or settle at PurchaserVirage Logic’s own expense, subject to the limitations stated in clauses 9.2 and 9.3 Section 9 below and, to the extent applicable, the provisions of Sections 8.6 and 8.7 of the Asset Purchase Agreement, any action or other proceeding brought against SellerLicensee, its Affiliates or their respective directors, officers, shareholders or employees (each a “Seller Licensee Indemnified Party”) to the extent that it is based on a claim that any Successor Version the Licensed Materials or Combination Version, the use or a portion of either one (each, a “Purchaser Indemnified Version”) instantiation thereof infringes or misappropriates a copyright, Patent or other Intellectual Property Right of a third party. Purchaser Virage Logic will pay any damages (including attorneys’ fees) awarded against the Seller Licensee Indemnified Party in any such action or proceeding and any costs and expenses (including reasonable attorneys’ fees) incurred by the Seller Licensee Indemnified Party to the extent attributable to any such claim, subject to the limitations stated in clauses 9.3 and 9.4 Section 9 below. Xxxxxx Licensee agrees to provide Purchaser Virage Logic with prompt notice of any action or other proceeding brought against a Seller Licensee Indemnified Party for which such Seller Licensee Indemnified Party has indemnification rights hereunder, provided that the failure to provide such prompt notice shall not relieve Purchaser Virage Logic of its indemnification obligations hereunder except to the extent it is materially prejudiced thereby. Seller Licensee hereby agrees, and Seller Licensee shall procure that each other Seller Licensee Indemnified Party shall agree as a condition of being indemnified hereunder, that Purchaser Virage Logic will have the sole right to control the defense and settlement of any such action or other proceeding third party claim hereunder, provided that the Seller Licensee Indemnified Party may participate in the defense and settlement with its own attorneys at its expense, and provided, provided further, that Purchaser the Licensee Indemnified Party shall not be liable for or obligated under any compromise or settlement of such claim, action or proceeding (other than with respect to restrictions on use of the Licensed Materials) without its prior written consent not to be unreasonably withheld withheld, conditioned or delayed. At PurchaserVirage Logic’s reasonable request, each Seller Licensee Indemnified Party shall provide Purchaser Virage Logic with reasonable assistance, at PurchaserVirage Logic’s expense, in its the defense and settlement of such action, proceeding or claimany claims hereunder.

Duty to Indemnify and Defend. Purchaser NXP shall indemnify and hold harmless Seller VIRL against, and will defend or settle at PurchaserNXP’s own expense, subject to the limitations stated in clauses 9.2 Sections 7.2 and 9.3 7.3 below and, to the extent applicable, the provisions of Sections 8.6 and 8.7 of the Asset Purchase Agreement, any action or other proceeding brought against Seller, its Affiliates or their respective directors, officers, shareholders or employees (each a “Seller Indemnified Party”) VIRL to the extent that it is based on a claim that the NXP Materials used by VIRL in strict compliance with this Agreement and solely for the purposes of providing Services or Deliverables to NXP hereunder infringe or misappropriate, as appropriate, any Successor Version or Combination Version, or a portion of either one (each, a “Purchaser Indemnified Version”) infringes or misappropriates a copyright, Patent or other Intellectual Property Right of a third party. Purchaser NXP will pay any damages (including attorneys’ fees) awarded against the Seller Indemnified Party in any such action or proceeding and any costs costs, damages, and expenses (including reasonable attorneys’ fees) incurred by finally awarded against VIRL, subject to the Seller Indemnified Party limitations stated in Sections 7.2 and 7.3 below, in any such action or proceeding to the extent attributable to any such claim, subject to the limitations stated in clauses 9.3 and 9.4 below. Xxxxxx VIRL agrees to provide Purchaser NXP with prompt notice of any action or other proceeding brought against a Seller Indemnified Party VIRL for which such Seller Indemnified Party VIRL has indemnification rights hereunder, provided that the failure to provide such prompt notice shall not relieve Purchaser NXP of its indemnification obligations hereunder except to the extent it is materially prejudiced thereby. Seller ; VIRL hereby agrees, and Seller shall procure agrees that each other Seller Indemnified Party shall agree as a condition of being indemnified hereunder, that Purchaser NXP will have the sole right to control the defense and settlement of any such action or other proceeding hereunder, provided that the Seller Indemnified Party VIRL may participate in the defense and settlement with its own attorneys at its expense, and provided, further, that Purchaser VIRL shall not be liable for or obligated under any compromise or settlement of such claim, action or proceeding (other than with respect to restrictions on the use of the NXP Materials) without its prior written consent not to be unreasonably withheld or delayed. At PurchaserNXP’s reasonable request, each Seller Indemnified Party VIRL shall provide Purchaser NXP with reasonable assistance, at PurchaserNXP’s expense, in its defense and settlement of such action, proceeding or claim.