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. 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. 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:
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. 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.
Indemnity Against Infringement. (a) The Contractor shall defend and (i) indemnify TNCI UK against all actions, claims, demands, costs, charges and expenses (ii) arising from or incurred by reason of any infringement or alleged infringement caused or alleged to be caused by the use or possession of any System supplied by the Contractor, (iii) of letters patent, registered design, unregistered design right; copyright, trade mark or trade name, xx any other third party's intellectual property right(s), (iv) protected in the country where the System is to be assembled, integrated, manufactured or installed, but such indemnity shall not cover any use of the System otherwise than for the purpose indicated by or reasonably to be inferred from the TNCI Requirement. For the avoidance of doubt, the Contractor shall not be liable under this indemnity for any actions, claims, demands, costs, charges and expenses where such liability arises as a result of the display of any offensive, illegal or immoral Contents or as a result of the display of any Contents which infringes or is alleged to infringe any third parties Intellectual Property Rights.
Indemnity Against Infringement. 10.1 If the Equipment or Software supplied by Glenayre is in its opinion likely to or does become the subject of a claim of infringement of a copyright or subsisting patent, Glenayre shall, at its expense, either procure for Company the right to continue using the equipment or Software, modify the Equipment or Software to make it non-infringing, or substitute other equipment or software of similar capability.
Indemnity Against Infringement. Seller shall indemnify and keep indemnified and hold harmless each Owner 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 legal fees), based upon any claim of infringement or misappropriation of any patent or other license or right to intellectual property (whether by way of patent, copyright, mask work right, trade secret, trademark or otherwise) resulting directly or indirectly from the manufacture, sale, supply, or importation of the Wind Turbines, or any part or component thereof, or their use by Owner as set forth in this Agreement. 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 Seller is to provide an indemnity, Seller shall, without limitation, defend such action or claim at its expense and pay the cost and damages and attorneys' fees awarded against Owner in such action or claim; provided, that Seller shall have the right to control the defense and settlement of all such actions or claims.
Indemnity Against Infringement. Suzlon shall indemnify and keep indemnified and hold harmless Owner and its lenders, parent company, Affiliates, officers, directors, agents and employees, 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 legal fees), based upon any claim of infringement or misappropriation of any patent or other license or right to intellectual property (whether by way of patent, copyright, mask work right, trade secret, trademark or otherwise) resulting from the manufacture, offer for sale, sale, supply, or importation of the WTGs, or any part or component thereof, or their use by Owner as set forth in this Agreement or any Definitive Agreements; provided, however, that Suzlon shall not be obligated to provide an indemnity against infringement or misappropriation resulting from the use of the WTGs, or any part, component or process thereof, by Owner as set forth in this Agreement or any Definitive Agreements to the extent such infringement or misappropriation arose or resulted from Owner's failure to erect, Mechanically Complete (unless erection and/or Mechanical Completion services were provided by Suzlon pursuant to this Agreement), operate, [***] Confidential portions of this document have been redacted and filed separately with the Commission. or maintain (unless the applicable maintenance services were provided by Suzlon pursuant to this Agreement) such WTGs in accordance with the Installation Manual, Operation Manual and Service Manual. 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. Subject to the preceding terms, if notified in writing of any action or claim for which Suzlon is to provide an indemnity under this Section 7.1, Suzlon shall, without limitation, defend such action or claim at its expense and pay the cost and damages and attorneys' fees awarded against Owner in such action or claim; provided, that Suzlon shall have the right to control the defense (including selection of defense counsel) and settlement of all such actions or claims.
