Common use of Existing Litigation Matters Clause in Contracts

Existing Litigation Matters. Freescale agrees that the Existing IP Litigation Matters constitute pre-existing Third Party Claims, as that term is defined below in Section 8.3(d)(i), which were initiated prior to the Effective Date and for which proper notice has been given, and Freescale hereby expressly assumes control of such Existing IP Litigation Matters pursuant to Section 8.3(d)(i) as the Indemnifying Party. The parties further agree that the Existing IP Litigation Matters will remain and be treated as Third Party Claims after the Effective Date. Notwithstanding anything to the contrary in the Intellectual Property License Agreement, Freescale agrees to indemnify Motorola for the Existing IP Litigation Matters pursuant to the terms of indemnification set forth below in Article 8 for any and all Damages incurred or suffered by Motorola whether such Damages arise or accrue prior to, on or following the Effective Date. Motorola agrees that the outside legal counsel currently retained by Freescale in the Existing IP Litigation Matters may continue to represent the interests of both Freescale and Motorola, subject to Motorola’s rights pursuant to Section 8.3(d)(ii) and Section 8.3(d)(iii) below. Motorola further agrees that it will cooperate and assist Freescale in preserving and enforcing any third Person intellectual property indemnification protection rights available to Motorola in connection with the Existing IP Litigation Matters.