Common use of Indemnification by Xxxxxxx International Clause in Contracts

Indemnification by Xxxxxxx International. Xxxxxxx International will indemnify, defend and hold harmless each of the Xxxxxxx Electronics Indemnified Parties for any Liabilities attributable to any Third-Party Claims asserted against them to the extent arising from or relating to: (i) any material breach of this Agreement by Xxxxxxx International; (ii) any gross negligence, willful misconduct or bad faith by Xxxxxxx International, the other Members of the Xxxxxxx International Group, or its or their employees, suppliers or contractors, in the provision of the Xxxxxxx International Services by Xxxxxxx International, the other Members of the Xxxxxxx International Group or its or their employees, suppliers or contractors pursuant to this Agreement; and (iii) the provision of the Xxxxxxx Electronics Services by Xxxxxxx Electronics, the other Members of the Xxxxxxx Electronics Group or its or their employees, suppliers or contractors, except to the extent that such Third-Party Claims for Liabilities are Finally Determined to have arisen out of the material breach of this Agreement, gross negligence, willful misconduct or bad faith of Xxxxxxx Electronics, the other Members of the Xxxxxxx Electronics Group or its or their employees, suppliers or contractors in providing the Xxxxxxx Electronics Services.