Common use of Indemnification by Xxxxxxx Clause in Contracts

Indemnification by Xxxxxxx. 5.7.1. Xxxxxxx shall pay any damages finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed and owned by Xxxxxxx infringes a third party’s copyright under the laws of a Berne Convention signatory country, or results in a misappropriation of a third party’s trade secret, in the Country where Subscriber has been authorized to place the Product subject to such claim into Production Use, if Subscriber provides to Bentley: (a) prompt written notice of any such claim, (b) all available information and assistance, and (c) the opportunity to exercise sole control of the defense and settlement of any such claim. 5.7.2. Xxxxxxx shall also have the right, at its expense, either to procure the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non- infringing. If neither of the foregoing alternatives is available on terms that Xxxxxxx, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement of the license for such copy. In no event shall Xxxxxxx’x liability under this sub-section (5.7.2) to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product. 5.7.3. Xxxxxxx shall have no liability and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of the Agreement. Xxxxxxx shall also have no liability, and this indemnity shall not apply, for the portion of any claim of infringement based on use of a superseded or altered release of a Product if the infringement would have been avoided using a current, unaltered release of the Product. This Section 5.7 sets forth Subscriber’s sole remedy for intellectual property infringement.

Indemnification by Xxxxxxx. 5.7.1. Xxxxxxx shall pay agrees to indemnify and hold harmless each Holder of Registrable Securities, its officers, directors, partners and employees and each person who controls such Holder (within the meaning of Section 15 of the Securities Act) from and against any and all losses, claims, damages finally awarded against Subscriber and liabilities (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) (collectively, "Damages") to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages arise out of or are based on upon (i) any untrue statement or alleged untrue statement of a claim against Subscriber that material fact contained in any Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, (ii) the omission or alleged omission to state therein a Product material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which is developed they were made, not misleading and owned (iii) any violation or alleged violation by Xxxxxxx infringes of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will not be liable to any Holder to the extent that such Damages arise from or are based upon any untrue statement or omission (x) based upon written information furnished to Xxxxxxx by any Holder expressly for the inclusion in such Registration Statement, (y) made in any preliminary prospectus if any Holder failed to deliver a third party’s copyright under copy of the laws Prospectus with or prior to the delivery of a Berne Convention signatory country, written confirmation of the sale by such Holder to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or results omission and (z) made in a misappropriation of a third party’s trade secret, any Prospectus if such untrue statement or omission was corrected in the Country where Subscriber has been authorized to place the Product subject an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim into Production Use, if Subscriber provides to Bentley: (a) prompt written notice of any underlying such claim, (b) all available information and assistance, and (c) the opportunity to exercise sole control of the defense and settlement of any such claimDamages. 5.7.2. Xxxxxxx shall also have the right, at its expense, either to procure the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non- infringing. If neither of the foregoing alternatives is available on terms that Xxxxxxx, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement of the license for such copy. In no event shall Xxxxxxx’x liability under this sub-section (5.7.2) to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product. 5.7.3. Xxxxxxx shall have no liability and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of the Agreement. Xxxxxxx shall also have no liability, and this indemnity shall not apply, for the portion of any claim of infringement based on use of a superseded or altered release of a Product if the infringement would have been avoided using a current, unaltered release of the Product. This Section 5.7 sets forth Subscriber’s sole remedy for intellectual property infringement.

Indemnification by Xxxxxxx. 5.7.1. Subject to Section 12.4, Xxxxxxx shall pay agrees to indemnify the Sellers and their Affiliates (each, a “Seller Indemnified Party”) against, and agrees to hold the Sellers and their Affiliates harmless from, any damages finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed and owned all Losses incurred or suffered by Xxxxxxx infringes a third party’s copyright under the laws Sellers or their Affiliates to the extent arising out of a Berne Convention signatory country, or results in a misappropriation any of a third party’s trade secret, in the Country where Subscriber has been authorized to place the Product subject to such claim into Production Use, if Subscriber provides to Bentleyfollowing: (a) prompt written notice any breach of or any such claiminaccuracy in any representation or warranty made by Xxxxxxx or any Purchaser in this Agreement or any Related Agreement or any document delivered by Xxxxxxx or any Purchaser at the Closing; provided, (b) all available information and assistance, and (c) the opportunity to exercise sole control of the defense and settlement of any such claim. 5.7.2. Xxxxxxx shall also have the right, at its expense, either to procure the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non- infringing. If neither of the foregoing alternatives is available on terms that Xxxxxxx, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement of the license for such copy. In no event shall Xxxxxxx’x liability under this sub-section (5.7.2) to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product. 5.7.3. Xxxxxxx shall have no liability under this Section 12.3(a) for any breach of or inaccuracy in any representation or warranty unless, in the case of all representations and this indemnity shall not apply if the alleged infringement is contained in warranties except for Title and Authorization Warranties, a Product which is not developed or owned by Bentley or is due to modification written notice of the Product by Subscriber or Seller Indemnified Party’s claim is given to Xxxxxxx not later than the combinationclose of business on the date that is eighteen (18) months after the Closing Date, operation or use in each case with each such notice specifying (in reasonably sufficient detail) the matter giving rise to the claim, the nature of a Product with other software that does not originate from Bentley or if Subscriber is in the claim and, so far as practicable, the amount claimed; (b) any breach of or failure by Xxxxxxx or any Purchaser to perform any covenant or obligation of Xxxxxxx or any Purchaser set out in this Agreement or any Related Agreement or any document delivered by Xxxxxxx or any Purchaser at the Agreement. Closing; provided, that Xxxxxxx shall also have no liabilityliability under this Section 12.3(b) for any such breach or failure occurring on or prior to the Closing Date unless a written notice of the Seller Indemnified Party’s claim is given to Xxxxxxx not later than the close of business on the date that is eighteen (18) months after the Closing Date; (c) any Assumed Obligation; (d) the operation of the Business subsequent to the Closing, and this indemnity shall not apply, for except to the portion extent any such Losses result from or relate to any Seller’s breach of any claim of infringement based on use of a superseded representations, warranties, covenants or altered release of a Product if the infringement would have been avoided using a current, unaltered release of the Product. This Section 5.7 sets forth Subscriber’s sole remedy for intellectual property infringementany other obligations under this Agreement or otherwise relate to any Excluded Asset or Retained Obligation; or (e) any obligation or liability arising under any Marconi Guarantee.

Indemnification by Xxxxxxx. 5.7.1. (a) Xxxxxxx shall pay any damages finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed and owned by Xxxxxxx infringes a third party’s copyright under the laws of a Berne Convention signatory country, or results in a misappropriation of a third party’s trade secret, in the Country where Subscriber has been authorized to place the Product subject to such claim into Production Use, if Subscriber provides to Bentley: : (a) prompt written notice of any such claim, (b) all available information and assistance, and (c) the opportunity to exercise sole control of the defense and settlement of any such claim. 5.7.2. Xxxxxxx (b) Bentley shall also have the right, at its expense, either to procure the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non- non-infringing. If neither of the foregoing alternatives is available on terms that Xxxxxxx, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement of the license for such copy. In no event shall Xxxxxxx’x liability under this sub-section (5.7.2b) to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product. 5.7.3. (c) Xxxxxxx shall have no liability and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of the this Agreement. Xxxxxxx shall also have no liability, and this indemnity shall not apply, for the portion of any claim of infringement based on use of a superseded or altered release of a Product if the infringement would have been avoided using by the use of a current, unaltered release of the Product. This Section 5.7 4.07 sets forth Subscriber’s sole remedy for intellectual property infringement.

Indemnification by Xxxxxxx. 5.7.1(i) Xxxxxxx agrees to indemnify and hold harmless IBC, its Affiliates and Associates (each such Person being hereinafter referred to as an "IBC Indemnified Party") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) (each a "Loss") arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or preliminary, final or summary prospectus covering any IBC Equity, or in any amendment or supplement thereto, or in any document incorporated by reference into any of the foregoing or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if, and only to the extent, such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to IBC or its representatives by or on behalf of Xxxxxxx for use in the preparation of such Registration Statement, preliminary, final or summary prospectus or such amendment or supplement thereto, or such document incorporated by reference. This indemnity will be in addition to any liability which Xxxxxxx may otherwise have. Xxxxxxx shall pay any damages finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed will also indemnify the underwriter(s), selling broker(s), dealer manager(s) and owned by Xxxxxxx infringes a third party’s copyright under the laws of a Berne Convention signatory country, or results in a misappropriation of a third party’s trade secret, similar securities industry professionals participating in the Country where Subscriber has been authorized distribution, their officers and directors and each Person who Controls such Persons, to place the Product subject same extent as provided above with respect to the indemnification of the IBC Indemnified Party. (ii) Xxxxxxx also agrees to indemnify and hold harmless any IBC Indemnified Party from and against all Losses arising out of any action or proceeding brought against any IBC Indemnified Party in connection with the distribution or proposed distribution of IBC Equity to the holders of RAL Stock; provided, however, that this Section 8.1(a)(ii) shall not apply to any Losses for which IBC is responsible as provided in Section 8.1(b) of this Agreement. (iii) If any action or proceeding (including any governmental investigation or inquiry) is brought or asserted against an IBC Indemnified Party in respect of which indemnity may be sought from Xxxxxxx, such claim into Production UseIBC Indemnified Party will promptly notify Xxxxxxx in writing of the commencement of such action and Xxxxxxx shall assume the defense thereof and have primary control over any related suit or proceeding, if Subscriber provides including the employment of legal counsel and the payment of all expenses in connection therewith; provided, however, that the failure of any IBC Indemnified Party to Bentley:give notice as provided herein shall not relieve Xxxxxxx of its obligations under this Section 8.1 (a) prompt written notice of any except to the extent that Xxxxxxx is actually materially prejudiced by such claimfailure to give notice. An IBC Indemnified Party shall have the right to participate in and jointly with Xxxxxxx, (b) all available information and assistanceto the extent that it may wish, and (c) the opportunity employ separate counsel reasonably satisfactory to exercise sole control such IBC Indemnified Party, provided, however, that Xxxxxxx will not be liable to such IBC Indemnified Party for any legal or other expenses subsequently incurred by such IBC Indemnified Party in connection therewith, unless such IBC Indemnified Party shall have been advised by counsel that a conflict of the defense interest between such IBC Indemnified Party and settlement Xxxxxxx is likely to exist in respect of any such claim. 5.7.2. Xxxxxxx shall also have the right, at its expense, either to procure the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non- infringing. If neither of the foregoing alternatives is available on terms that Xxxxxxx, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement of the license for such copy. In no event shall Xxxxxxx’x liability under this sub-section (5.7.2) to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product. 5.7.3. Xxxxxxx shall have no liability and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of the Agreement. Xxxxxxx shall also have no liability, and this indemnity shall not apply, for the portion of any claim of infringement based on use of a superseded or altered release of a Product if the infringement would have been avoided using a current, unaltered release of the Product. This Section 5.7 sets forth Subscriber’s sole remedy for intellectual property infringement.

Indemnification by Xxxxxxx. 5.7.14.7.1. Xxxxxxx shall pay any damages finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed and owned by Xxxxxxx infringes a third party’s copyright under the laws of a Berne Convention signatory country, or results in a misappropriation of a third party’s trade secret, in the Country where Subscriber has been authorized to place the Product subject to such claim into Production Use, if Subscriber provides to Bentley: (a) prompt written notice of any such claim, (b) all available information and assistance, and (c) the opportunity to exercise sole control of the defense and settlement of any such claim. 5.7.24.7.2. Xxxxxxx shall also have the right, at its expense, either to procure the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non- infringing. If neither of the foregoing alternatives is available on terms that Xxxxxxx, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement of the license for such copy. In no event shall Xxxxxxx’x liability under this sub-section (5.7.24.7.2) to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product. 5.7.34.7.3. Xxxxxxx shall have no liability and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of the Agreement. Xxxxxxx shall also have no liability, and this indemnity shall not apply, for the portion of any claim of infringement based on use of a superseded or altered release of a Product if the infringement would have been avoided using a current, unaltered release of the Product. This Section 5.7 4.7 sets forth Subscriber’s sole remedy for intellectual property infringement.

Indemnification by Xxxxxxx. 5.7.1Xxxxxxx agrees to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to Xxxxxxx, but only (i) with respect to information furnished in writing by Xxxxxxx or on Xxxxxxx'x behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of Xxxxxxx to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Xxxxxxx also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 5.07. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 5, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. Xxxxxxx shall pay not be liable under this Section 5.07 for any damages finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed and owned Damages in excess of the net proceeds realized by Xxxxxxx infringes a third party’s copyright under the laws of a Berne Convention signatory country, or results in a misappropriation of a third party’s trade secret, in the Country where Subscriber has been authorized sale of Registrable Securities of Xxxxxxx to place the Product subject to which such claim into Production Use, if Subscriber provides to Bentley: (a) prompt written notice of any such claim, (b) all available information and assistance, and (c) the opportunity to exercise sole control of the defense and settlement of any such claimDamages relate. 5.7.2. Xxxxxxx shall also have the right, at its expense, either to procure the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non- infringing. If neither of the foregoing alternatives is available on terms that Xxxxxxx, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement of the license for such copy. In no event shall Xxxxxxx’x liability under this sub-section (5.7.2) to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product. 5.7.3. Xxxxxxx shall have no liability and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of the Agreement. Xxxxxxx shall also have no liability, and this indemnity shall not apply, for the portion of any claim of infringement based on use of a superseded or altered release of a Product if the infringement would have been avoided using a current, unaltered release of the Product. This Section 5.7 sets forth Subscriber’s sole remedy for intellectual property infringement.

Indemnification by Xxxxxxx. 5.7.1. Subject to this Agreement, Xxxxxxx shall pay defend, indemnify and hold Customer harmless against any damages finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed and owned by Xxxxxxx infringes a third party’s copyright under the laws of a Berne Convention signatory countrythird-party claims, demands, suits, or results in a misappropriation proceedings ("Claims") (including reasonable attorneys' fees) made or brought against Customer alleging that the use of a third the Service as contemplated hereunder infringes the US Intellectual Property Rights of such third- party’s trade secret; provided, in the Country where Subscriber has been authorized to place the Product subject to such claim into Production Use, if Subscriber provides to Bentley: that Customer (a) prompt promptly gives written notice of any such claim, the Claim to Anomali; (b) all available information and assistance, and (c) the opportunity to exercise gives Xxxxxxx sole control of the defense and settlement of the Claim (provided that Anomali may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Anomali all reasonable assistance. Anomali shall not be liable to the extent of: (i) modifications or alterations not provided by Anomali or authorized by Anomali in writing; (ii) use outside the scope of any licenses granted hereunder; (iii) use of the Service in any manner which violates the terms of this Agreement; (iv) third- party open source software; or (v) combinations with services or products not provided by Anomali to the extent such claim. 5.7.2Claim would not have occurred except for such modification, use, software, or combination. Xxxxxxx Upon notice of alleged infringement, or if, in Xxxxxxx’s opinion, such a Claim may arise, Anomali shall also have the right, at its expenseoption, either to procure obtain the right for Subscriber to continue to use the Product or to replace Service with similar operating capabilities and/or performance, or modify such Product the Service so that it becomes non- infringingno longer infringes or is subject to a Claim. If neither In the event that none of the foregoing alternatives is above options are reasonably available on terms that Xxxxxxx(as determined in Anomali’s sole discretion), Anomali may terminate this Agreement and all accompanying Order Documents, schedules, and licenses and, in its sole discretionsuch event, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley Anomali shall refund to Subscriber Customer any prepaid Fees covering the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement remainder of the license for such copySubscription Term after the effective date of termination. In no event shall Xxxxxxx’x This Section 8.1 states Xxxxxxx’s entire liability under this sub-section (5.7.2) to Subscriber exceed the license fees paid by Subscriber Agreement for the allegedly infringing Product. 5.7.3. Xxxxxxx shall have no liability and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is due to modification all Claims of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of the Agreement. Xxxxxxx shall also have no liability, and this indemnity shall not apply, for the portion of any claim of infringement based on use of a superseded or altered release of a Product if the infringement would have been avoided using a current, unaltered release of the Product. This Section 5.7 sets forth Subscriber’s sole remedy for intellectual property infringement.