Indemnification by Flextronics Sample Clauses
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Indemnification by Flextronics. Flextronics shall defend Customer, its affiliated companies, officers, directors, employees, and agents (each a “Customer Indemnitee”) from and against all third party Claims listed below, and indemnify and hold harmless any Flextronics Indemnitee from the resulting costs and damages awarded against Customer to the third party making such Claim, by a trial court of competent jurisdiction (or such arbitrator or other third party with equivalent authority to decide the Claim) or agreed to in settlement subject to the remaining provision of this Section 10. In addition Flextronics shall reimburse Customer from all costs (including reasonable attorneys’ fees) incurred by Customer in connection with a Claim from the time Customer notifies Flextronics in writing of the Claim (no later than thirty (30) days from the date Customer learns of such Claim (“Notice”)) until Flextronics assumes primary control of the defense.
(i) Customer provides Notice to Flextronics of a Claim; and (ii) Flextronics decides that such a Claim does not fall under its indemnification obligations hereunder (“Non-Indemnity Action”); and (iii) Customer defends or settles such Non-Indemnity Action; and (iv) a court of competent jurisdiction or arbitrator holds that the Claim is one for which Flextronics should have defended and indemnified Customer, then Flextronics shall indemnify and reimburse Customer for all costs and expenses (including all damages, settlement payments, attorneys’ fees and other costs) arising from such Non-Indemnity Action. Flextronics’s obligations of defense and indemnification shall apply to any Claim incurred by or assessed against any Customer Indemnitee, but solely to the extent the same arise out or are related to:
(a) any infringement of the intellectual property rights of any third party caused by (i) a process that Flextronics uses to manufacture, assemble and/or test the Products or (ii) Flextronics Background Property.
(b) any actual injury or damage to any person or property caused, or alleged to be caused, by a Deliverable or Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by Flextronics’s willful misconduct or gross negligence or the breach by Flextronics of its express limited warranties or the Flextronics Controlled Materials; or
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by Flextronics’s willful misconduct or gross ne...
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and all directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;
(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; or
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture of the Product in accordance with the Specifications.
Indemnification by Flextronics. Flextronics shall hold harmless ------------------------------ and indemnify TheraSense, its directors, officers, agents, and employees, from any and all third party claims, suits, losses and expenses, including attorneys fees, provided that any such claim, suit, loss or expense is attributable to bodily injury, sickness, disease, or death, or injury to property which is caused by Flextronics' failure to comply with federal, state or local law including but not limited to the Civil Rights Act of 1964, 42 U.S.C. (S)2000e et. seq. ("Title VII"), the Age Discrimination in Employment Act, 29 U.S.C. (S)621 et. seq., the American with Disabilities Act, the Civil Rights Act of 1966, the Civil Rights Act of 1991, Executive order 11246, as amended, and any other statute, regulation or ordinance prohibiting illegal discrimination or retaliation. Except as otherwise provided in this Agreement, Flextronics shall defend, indemnify and hold TheraSense, its, directors, officers, employees, and agents harmless from and against any and all claims, injuries, liabilities, judgments, and damages, including but not limited to property damage, personal injury and death, including all reasonable costs and expenses (including attorneys fees), as a result, whether direct or indirect, of any injury or damage to a third party caused or alleged to be caused on account of Flextronics' failure to meet manufacturing workmanship Specifications.
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and its Affiliates and all directors, officers, employees, and agents of Customer and its Affiliates (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the Customer Indemnitees arising out of or resulting from: third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its warranties or obligations set forth in this Agreement or negligence on the part of Flextronics;
(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; or
(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture, assemble and/or test the Products. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. FLEXTRONICS CONFIDENTIAL
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and its Affiliates and all of their respective directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of, are in connection with, or are caused by or related to third-party claims relating to: [****]
Indemnification by Flextronics. Except for any of the following that are Agilent Retained Liabilities or are Agilent’s indemnification or other obligations under the Asset Purchase Agreement, Flextronics agrees to defend, indemnify and hold harmless Agilent and its Affiliates, employees, agents, officers, and directors from and against any judgments, settlements, damages, awards, costs (including attorneys’ fees and costs) and other expenses arising out of any claims, actions or other proceedings by a Third Party alleging that, after the Closing Date, Flextronics or a Flextronics Affiliate’s conduct of its camera module business based on the intellectual property licensed hereunder infringes or has misappropriated a Third Party intellectual property. Agilent & Flextronics Confidential
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and its Affiliates and all of their respective directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of, are in connection with, or are caused by or related to third-party claims relating to:
(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties set forth in Section 6.3(a); or
(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’ manufacture, assembly or test of the Product in accordance with the Specifications.
Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and all directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:
(a) any actual or threatened [***] to any [***], or alleged to be caused, [***] by Flextronics [***] hereunder, but solely to the extent [***] has been caused by the [***] Flextronics of its [***] related to [***] the Specifications only as further set forth in Section 6;
(b) any [***] of any third party but solely to the extent that [***] is caused by [***] Flextronics [***]; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s [***] in accordance with the Customer’s [***] Specifications [***]; or
(c) noncompliance with any [***] but solely to the extent that [***] is caused by [***] that Flextronics [***]; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s [***] in accordance with the Customer’s [***] Specifications or [***].
Indemnification by Flextronics. Flextronics shall, at all times indemnify, hold harmless, and defend Kornit and its affiliates, its officers, directors, employees, agents, successors and assigns (each, a "Kornit Indemnitee"), harmless from and against all Damages arising out of or in connection with a third party claim or action, whether the claim is based upon contract, tort or any other legal theory, alleging that: (i) a process that Flextronics elects to use to manufacture, assemble or test the Products infringes any Intellectual Property Right of any third party; or (ii) that by performing the Design Services Flextronics has knowingly breached the Intellectual Property Rights of any third party, in each case provided however that Flextronics shall not have any obligation to indemnify any Kornit Indemnitees if such claim arises solely due to Flextronics adherence to the Product Specifications or to the Design Specifications (as applicable).