Indemnity Against Infringement. Buyer shall indemnify and hold Seller and Subcontractor harmless against any third party claim alleging that the Seller's sale or Subcontractor's manufacture of the Products supplied pursuant to this Agreement and in accordance with Buyer's Specifications, infringes any patent, copyright, mask work right or other property right of a third party; and Buyer shall defend at its expense any suit or proceeding against Seller or Subcontractor based upon such a claim and shall pay all costs and damages awarded against Seller and/or Subcontractor therein, provided that Buyer is promptly notified by Seller in writing of the suit or proceeding and, at Buyers expense, is given sole control of investigation, defense and settlement of said suit or proceeding and all requested reasonable assistance of Seller and/or Subcontractor (at the expense of Buyer) for defense of the same. Seller shall pass through to Buyer all transferable indemnities previously agreed upon in writing and contractually bound, with Seller, Subcontractor and OEM's.
Indemnity Against Infringement. Unless the supplies are made to a detailed design of Capy Machine Shop Inc., Seller shall at its expense defend, indemnity, and hold CMS and its customers harmless against any claim of patent, copyright, trademark or trade secret infringement provided that timely notice of such claim is given to Seller.
Indemnity Against Infringement. Tera agrees to indemnify and hold harmless UCSD, its subsidiaries, third parties and end users, from any liability, damage or expense, including but not limited to legal expenses, arising out of a claim of U.S. patent infringement, copyright infringement, or misappropriation of trade secrets based solely upon the use or sale of Tera Products and/or Tera Bundled Software. Tera agrees to defend or settle at Tera's expense, all suits or proceedings arising out of any of the foregoing, provided that UCSD shall give Tera prompt written notice of all suits or threats of suit against UCSD, its subsidiaries, third parties and end users. In any event, UCSD at its own expense, shall have the right to participate in the defense of any such action through UCSD's General Counsel. If any item is held to be an infringement or misappropriation for which UCSD is indemnified by Tera, and its use is enjoined, Tera shall:
a. procure for UCSD and its customers the right to utilize the Tera Product and/or -------------------------------------------------------------------------------- 14
Indemnity Against Infringement. Subject to the limitations of liability herein, each Party granting a license under this Agreement (the “Indemnifying Party”) agrees to indemnify defend and hold the licensee Party under such license, its officers, directors, agents and employees (together, the “Indemnitee”), harmless from and against any and all liability, loss, damage, costs and expenses (including reasonable and necessary legal expenses) awarded against, incurred by or paid or payable by the Indemnitee from an IPR Claim arising from the Indemnifying Party’s actions or inactions during the Term of this Agreement.
Indemnity Against Infringement. Supplier shall indemnify and keep indemnified and hold harmless each Buyer Indemnified Party from and against all claims, liabilities, losses and damages asserted by any third party person, together with all costs and expenses relating thereto (including reasonable attorneys’ fees and court costs), based upon any claim of infringement of any IPR (whether by way of trademark or otherwise) resulting from the manufacture, offer for sale, sale, supply or importation of the PTC Equipment or use thereof by Buyer to generate electrical energy from wind. Each Party agrees to notify the other as soon as possible of any material matters with respect to which the foregoing indemnity may apply and of which the notifying Party has knowledge. If notified in writing of any action or claim for which Supplier is to provide an indemnity, Supplier shall defend such action or claim at its expense and pay the cost and damages and reasonable attorneys’ fees awarded against Buyer in such action or claim; provided, that Supplier shall have the right to control the defense (including selection of defense counsel) and settlement of all such actions or claims. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
Indemnity Against Infringement. Unless the supplies are made to a detailed design of WMI, Seller shall at its expense defend, indemnity, and hold WMI and its customers harmless against any claim of patent, copyright, trademark or trade secret infringement provided that timely notice of such claim is given to Seller.
Indemnity Against Infringement. Contractor will at its own expense defend any claim brought by others against a Buyer or its successors and assigns because the sale or use of the Material or performance of the Work infringes, or is alleged to infringe, directly or contributorily, on IP Rights or is the basis for a claim of unfair competition resulting from similarity in design, trademark, or appearance of goods by reason of the sale or use of the Work; and Contractor will indemnify and hold the Buyer harmless from any liability of any nature or kind (including advancement of all costs or expenses including attorneys’ fees), arising out of any infringement or alleged infringement or claim of unfair competition. In addition, Contractor will indemnify and hold the Buyer harmless against, and will pay all awards of damages assessed and all costs of suit adjudged against Buyer in such suits or proceedings, provided Buyer promptly gives Contractor such information and assistance as is readily available to Buyer, and authority as may be necessary to enable Contractor so to do. At Buyer’s expense, Buyer may be represented by and actively participate through its own counsel in any such suits and proceedings if it so desires.
Indemnity Against Infringement. 10.1 BUYER agrees, at its expense, to defend, hold harmless and indemnify SELLER from and against direct damages, liability, losses, costs or expenses (including, without limitation, product recalls and attorneys' fees) in connection with or arising out of any (a) third party claim that any Specifications for the Product provided by BUYER to SELLER infringe a trade secret of such third party, (b) third party claim that the Product or any part thereof infringes a patent of such third party and such infringement is caused by BUYER's design of the Product, or (c) any product liability claim that is caused by a defect in BUYER's design of the Product.
10.2 SELLER agrees, at its expense, to defend, hold harmless and indemnify BUYER from and against direct damages, liabilities, losses, costs or expenses in connection with or arising out of any third party claim that processes, methods, software, equipment or other material utilized in the manufacture of a Product or any part thereof infringes a patent, trade secret, copyright, trademark, mask work or other intellectual property right of such third party.
10.3 Both parties agree to promptly provide the other with prompt notice of the relevant claims, all reasonable assistance and cooperation with respect to the defense of such claims, and full control and authority over the defense and settlement of such claims (provided that any settlement of such claims must be approved in writing by the other party).
Indemnity Against Infringement. (a) The Contractor shall defend and (i) indemnify TNCI UK against all actions, claims, demands, costs, charges and expenses
Indemnity Against Infringement. 11.1 Genetec shall indemnify and hold Customer harmless against any claim alleging that the Products supplied pursuant to this Agreement and in accordance with Genetec’s specifications, infringes any patent, copyright, mask work right or other property right of a third party. Genetec shall defend at its expense any suit or proceeding against Customer based upon such a claim and shall pay all costs and damages awarded therein, provided that Genetec is notified promptly in writing of the suit or proceeding and Customer cooperates in the defense of such suit.
