Indemnification by Irdeto Sample Clauses

Indemnification by Irdeto. Subject to the exclusions set forth in Section 9.3 (Exclusions), the limitations set forth in Section 8, and the other terms and conditions in these Terms, Irdeto agrees, at its cost: (i) to defend Company from and against any third-party claim, action, suit or proceeding brought against Company alleging that the TraceMark Platform infringes or misappropriates any patent that is issued in the United States as of the Effective Date or any copyright of a third party (each, a “Claim”); and (ii) indemnify and hold Company harmless from either: (a) damages awarded to the third party bringing the Claim in a final judgment or (b) settlement amount agreed to in writing by Irdeto and paid to such third party to settle the Claim and shall pay the amount of any such award, judgment or settlement thereof. provided, however, that Irdeto’s obligations under the foregoing shall be conditioned upon Company: 9.1.1 Notifying Irdeto promptly in writing of any Claim of which Company becomes aware, but in any event not more than thirty (30) days after Company becomes aware of the Claim, including receipt of any letters offering Company a license or otherwise suggesting that Company requires a license; 9.1.2 Not settling or compromising any Claim for which Company seeks or desires defense or indemnity under this Section 9.1 (Indemnity), in each case without the prior written consent of Irdeto;