Common use of Indemnification by Conexant Clause in Contracts

Indemnification by Conexant. Subject to the provisions of this Article IV, Conexant shall indemnify, defend and hold harmless the Washington Indemnitees from and against, and pay or reimburse, as the case may be, the Washington Indemnitees for, all Indemnifiable Losses, as incurred, suffered by any Washington Indemnitee to the extent based upon, arising out of or relating to the following: (a) the Conexant Liabilities (including the failure by Conexant or any other member of the Conexant Group to pay, perform or otherwise discharge the Conexant Liabilities in accordance with their terms), whether such Indemnifiable Losses are based upon, arise out of or relate to events, occurrences, actions, omissions, facts, circumstances or conditions occurring, existing or asserted before, at or after the Time of Distribution; (b) the breach by any member of the Conexant Group of any agreement or covenant contained in a Transaction Agreement which does not by its express terms expire at the Time of Distribution; (c) the use by members of the Conexant Group or their respective sublicensees of any intellectual property licensed by Washington and the Washington Subsidiaries pursuant to Section 5.03 other than in accordance with the terms of such provision; (d) the breach of the representation and warranty of Conexant contained in Section 2.01(d)(i); or (e) the enforcement by the Washington Indemnitees of their rights to be indemnified, defended and held harmless under this Section 4.02. Notwithstanding anything to the contrary contained herein, in the event it is determined that Conexant shall have breached its representation and warranty contained in Section 2.01(d)(i), Conexant shall have the right, in its sole discretion, to transfer any Asset to Washington necessary to cure such breach, in which event Conexant's indemnification obligation in respect of such breach shall be satisfied in full, except with respect to any Indemnifiable Losses arising from such breach during the period from the Time of Distribution to the time of such transfer.

Indemnification by Conexant. Subject to the provisions of this Article IV, Conexant shall indemnify, defend and hold harmless the Washington Mindspeed Indemnitees from and against, and pay or reimburse, as the case may be, the Washington Mindspeed Indemnitees for, all Indemnifiable Losses, as incurred, suffered by any Washington Mindspeed Indemnitee to the extent based upon, arising out of or relating to the following: (a) the Conexant Liabilities (including the failure by Conexant or any other member of the Conexant Group to pay, perform or otherwise discharge the Conexant Liabilities in accordance with their terms), whether such Indemnifiable Losses are based upon, arise out of or relate to events, occurrences, actions, omissions, facts, circumstances or conditions occurring, existing or asserted before, at or after the Time of Distribution; (b) any untrue statement or alleged untrue statement of a material fact contained in the sections of the Form 10 listed on Schedule 4.02(b), or any omission or alleged omission to state in such sections a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; but only in each case with respect to information relating to the Conexant Group provided by Conexant expressly for use in the sections of the Form 10 listed on Schedule 4.02(b); (c) the breach by any member of the Conexant Group of any agreement or covenant contained in a Transaction Separation Agreement which does not by its express terms expire at the Time of Distribution; (cd) the use by members of the Conexant Group or their respective sublicensees of any intellectual property licensed by Washington Mindspeed and the Washington Mindspeed Subsidiaries pursuant to Section 5.03 other than in accordance with the terms of such provision; (d) the breach of the representation and warranty of Conexant contained in Section 2.01(d)(i)5.03; orand (e) the enforcement by the Washington Mindspeed Indemnitees of their rights to be indemnified, defended and held harmless under this Section 4.02. Notwithstanding anything to the contrary contained herein, in the event it is determined that Conexant shall have breached its representation and warranty contained in Section 2.01(d)(i), Conexant shall have the right, in its sole discretion, to transfer any Asset to Washington necessary to cure such breach, in which event Conexant's indemnification obligation in respect of such breach shall be satisfied in full, except with respect to any Indemnifiable Losses arising from such breach during the period from the Time of Distribution to the time of such transfer.

Indemnification by Conexant. Subject to (a) From and after the provisions date of this Article IVAgreement, Conexant shall indemnify, defend and hold harmless and indemnify the Washington Company Indemnitees and the Carlyle Indemnitees from and against, and pay or reimburse, as shall compensate and reimburse the case may be, Company Indemnitees and the Washington Carlyle Indemnitees for, all Indemnifiable Lossesany Damages that are suffered or incurred by the Company Indemnitees or the Carlyle Indemnitees (regardless of whether or not such Damages relate to any third-party claim) that arise from: (i) any breach of any of the representations or warranties made by Conexant in Section 2 of this Agreement or the failure of any such representations or warranties to be true and correct as of the Closing Date; (ii) any breach of or noncompliance with any covenant or obligation of Conexant contained in this Agreement or the Newport Fab Contribution Agreement; (iii) any Liability of Conexant or Newport Fab LLC other than the Assumed Liabilities; (iv) any Environmental Condition (or any Environmental Claim arising out of or relating to any Environmental Condition) relating to the Wafer Fabrication Operations or any of the Contributed Assets, or other operations, facilities, or assets of the Conexant Group Companies, which condition was in existence on, or arose, on or before the Closing Date, or that is attributable to the Wafer Fabrication Operations or the Contributed Assets on or before the Closing Date, including but not limited to, the scheduled items under Part 2.9 of the Conexant Disclosure Schedule; provided, however, that in the event that the Specialtysemi Group Companies shall be obligated to undertake the Decommission Plan as contemplated by Section 4.10, Conexant shall not be required to indemnify the Company Indemnitees or the Carlyle Indemnitees for any costs, fees or other liabilities incurred by the Specialtysemi Group Companies in connection with the Decommission Plan; (v) any Liability arising out of the Collective Bargaining Agreement other than any such Liability expressly included within the Assumed Liabilities; (vi) any Liability arising out of the Conexant Group Companies’ failure to comply with any bulk transfer Legal Requirement in connection with the transactions contemplated in this Agreement and the Newport Fab Contribution Agreement; or (vii) any Liability arising out of (a) the failure of the Retirement Plan to be qualified under the Code (other than any failure first arising or occurring after May 1, 2002); (b) the failure to prepare and distribute a summary plan description to participants and beneficiaries of the Retirement Plan who were entitled to receive such summary plan description prior to May 1, 2002; and (c) the failure of Conexant to tender any contribution to the Retirement Plan required to be paid or which accrue prior to May 1, 2002 pursuant to any applicable Legal Requirement. To the extent that, following the Closing, the Internal Revenue Service notifies the Company in writing that the Retirement Plan is not qualified under the Code (other than a failure first arising or occurring after May 1, 2002), (i) the Company shall, as incurredsoon as may be reasonably practical thereafter, suffered remedy such failure or terminate the Retirement Plan and replace such Retirement Plan with one or more plans that are qualified under the Code and (ii) Conexant shall indemnify and hold harmless the Company Indemnitees and the Carlyle Indemnitees for any and all Damages incurred by any Washington Indemnitee to the extent based upon, Company Indemnitees and the Carlyle Indemnitees arising out of or relating to the following: (a) the Conexant Liabilities (including the remedy of such failure by Conexant or any other member of the Conexant Group Retirement Plan to pay, perform be so qualified or otherwise discharge the Conexant Liabilities in accordance with their terms), whether such Indemnifiable Losses are based upon, arise out termination and replacement of or relate to events, occurrences, actions, omissions, facts, circumstances or conditions occurring, existing or asserted before, at or after the Time Retirement Plan contemplated by the foregoing clause (i) of Distribution;this sentence. (b) the breach by Conexant shall not be required to make any member of the Conexant Group of any agreement or covenant contained in a Transaction Agreement which does not by its express terms expire at the Time of Distribution; (c) the use by members of the Conexant Group or their respective sublicensees of any intellectual property licensed by Washington and the Washington Subsidiaries indemnification payment pursuant to clause (i) of Section 5.03 8.2(a) (other than in accordance with the terms of such provision; (d) the for breach of the representation and warranty Newport Fab LLC Representations) until such time as the total amount of Conexant contained in Section 2.01(d)(i); or all Damages (e) including the enforcement by the Washington Indemnitees of their rights to be indemnified, defended and held harmless under this Section 4.02. Notwithstanding anything to the contrary contained herein, in the event it is determined that Conexant shall have breached its representation and warranty contained in Section 2.01(d)(i), Conexant shall have the right, in its sole discretion, to transfer any Asset to Washington necessary to cure such breach, in which event Conexant's indemnification obligation in respect of such breach shall be satisfied in full, except with respect to any Indemnifiable Losses Damages arising from such breach during and all other Damages arising from any other breaches of any representations or warranties) that have been suffered or incurred by the period from Company Indemnitees and the Time Carlyle Indemnitees exceeds $1,000,000, in which case the Company Indemnitees and the Carlyle Indemnitees shall be entitled to be indemnified against and compensated and reimbursed only for that portion of Distribution such Damages that exceed $1,000,000. The total amount of Damages which Conexant shall be obligated to pay to the time Company Indemnitees or Carlyle Indemnitees pursuant to clause (i) of Section 8.2(a) of this Agreement (other than for any IP Representation Breach and other than for any breach of a Newport Fab LLC Representation) shall not exceed $10,000,000 in the aggregate, and the total amount of Damages which Conexant shall be obligated to pay to the Company Indemnitees or Carlyle Indemnitees for IP Representation Breaches (other than for breaches of the TSMC Representations and Warranties) shall not exceed $20,000,000 in the aggregate. The total amount of Damages which Conexant shall be obligated to pay to the Company Indemnitees or Carlyle Indemnitees pursuant to clause (i) of Section 8.2(a) (including for IP Representation Breaches) shall not exceed $20,000,000 in the aggregate (other than for breaches of the Newport Fab LLC Representations). Notwithstanding the foregoing, (i) in the event that any Company Indemnitees or Carlyle Indemnitees incur any Damages as a result of or relating to any breach of or any inaccuracy of any TSMC Representation or Warranty and (ii) such Company Indemnitees or Carlyle Indemnitees are not entitled to recover any portion of such transferDamages by reason of the limitations set forth in the immediately preceding sentence, the aggregate dollar amount of all Wafer Credits (as defined in the Long-Term Supply Agreement) provided for under the Long-Term Supply Agreement shall be reduced (but not by more than $20,000,000) by the amount of such Damages that the Company Indemnitees and Carlyle Indemnitees are not entitled to recover by reason of the limitations set forth in the immediately preceding sentence. The foregoing limitations shall in no way limit the ability of any Company Indemnitee or any Carlyle Indemnitee to recover for Damages pursuant to clauses (ii) through (vi) of Section 8.2(a) or for any breach of the Newport Fab LLC Representations.

Indemnification by Conexant. Subject to (a) From and after the provisions date of this Article IVAgreement, Conexant shall indemnify, defend and hold harmless and indemnify the Washington Company Indemnitees and the Carlyle Indemnitees from and against, and pay or reimburse, as shall compensate and reimburse the case may be, Company Indemnitees and the Washington Carlyle Indemnitees for, all Indemnifiable Lossesany Damages that are suffered or incurred by the Company Indemnitees or the Carlyle Indemnitees (regardless of whether or not such Damages relate to any third-party claim) that arise from: (i) any breach of any of the representations or warranties made by Conexant in Section 2 of this Agreement or the failure of any such representations or warranties to be true and correct as of the Closing Date; (ii) any breach of or noncompliance with any covenant or obligation of Conexant contained in this Agreement or the Newport Fab Contribution Agreement; (iii) any Liability of Conexant or Newport Fab LLC other than the Assumed Liabilities; (iv) any Environmental Condition (or any Environmental Claim arising out of or relating to any Environmental Condition) relating to the Wafer Fabrication Operations or any of the Contributed Assets, or other operations, facilities, or assets of the Conexant Group Companies, which condition was in existence on, or arose, on or before the Closing Date, or that is attributable to the Wafer Fabrication Operations or the Contributed Assets on or before the Closing Date, including but not limited to, the scheduled items under Part 2.9 of the Conexant Disclosure Schedule; [...***...] (v) any Liability arising out of the Collective Bargaining Agreement other than any such Liability expressly included within the Assumed Liabilities; (vi) [...***...] or (vii) any Liability arising out of (a) the failure of the Retirement Plan to be qualified under the Code (other than any failure first arising or occurring after May 1, 2002); (b) the failure to prepare and distribute a summary plan description to participants and beneficiaries of the Retirement Plan who were entitled to receive such summary plan description prior to May 1, 2002; and (c) the failure of Conexant to tender any contribution to the Retirement Plan required to be paid or which accrue prior to May 1, 2002 pursuant to any applicable Legal Requirement. To the extent that, following the Closing, the Internal Revenue Service notifies the Company in writing that the Retirement Plan is not qualified under the Code (other than a failure first arising or occurring after May 1, 2002), (i) the Company shall, as incurredsoon as may be reasonably practical thereafter, suffered remedy such failure or terminate the Retirement Plan and replace such Retirement Plan with one or more plans that are qualified under the Code and (ii) Conexant shall indemnify and hold harmless the Company Indemnitees and the Carlyle Indemnitees for any and all Damages incurred by any Washington Indemnitee to the extent based upon, Company Indemnitees and the Carlyle Indemnitees arising out of or relating to the following: (a) the Conexant Liabilities (including the remedy of such failure by Conexant or any other member of the Conexant Group Retirement Plan to pay, perform be so qualified or otherwise discharge the Conexant Liabilities in accordance with their terms), whether such Indemnifiable Losses are based upon, arise out of or relate to events, occurrences, actions, omissions, facts, circumstances or conditions occurring, existing or asserted before, at or after the Time of Distribution; (b) the breach by any member termination and replacement of the Conexant Group of any agreement or covenant contained in a Transaction Agreement which does not by its express terms expire at the Time of Distribution; (c) the use by members of the Conexant Group or their respective sublicensees of any intellectual property licensed by Washington and the Washington Subsidiaries pursuant to Section 5.03 other than in accordance with the terms of such provision; (d) the breach of the representation and warranty of Conexant contained in Section 2.01(d)(i); or (e) the enforcement Retirement Plan contemplated by the Washington Indemnitees foregoing clause (i) of their rights to be indemnified, defended and held harmless under this Section 4.02. Notwithstanding anything to the contrary contained herein, in the event it is determined that Conexant shall have breached its representation and warranty contained in Section 2.01(d)(i), Conexant shall have the right, in its sole discretion, to transfer any Asset to Washington necessary to cure such breach, in which event Conexant's indemnification obligation in respect of such breach shall be satisfied in full, except with respect to any Indemnifiable Losses arising from such breach during the period from the Time of Distribution to the time of such transfersentence.