Indemnity of the Transferee Sample Clauses

Indemnity of the Transferee. The Transferee will indemnify, defend and hold harmless Nokia and its affiliates at its own expense against any claims, actions, damages and costs (including but not being limited to attorneys' fees and costs) arising out of infringement of patents, copyrights, registered designs or other intellectual property rights of third parties against and to the extent such claim, demand, suit or action alleges that the use of the Transferred Material in combination with the Transferee Products, but not standing alone or any modification thereof by the Transferee infringe upon any Intellectual Property Right of any third party, provided that (1) Nokia notifies the Transferee in writing within a reasonable time after being informed of such claim, (2) Transferee is given control over the defense thereof and Nokia cooperates in the defense at Transferee's expense, and (3) Nokia will not agree to the settlement of any such claim, demand, action or suit prior to a judgment thereon without the prior written consent of Transferee, which consent will not be unreasonably withheld. Nokia shall have the right to select its own counsel to participate in any such defense at the expense of the Transferee. Notwithstanding the Transferee's primary right to have control over defense in this case, (i) Nokia may take all necessary steps, at the expense of the Transferee, to defend itself until the Transferee, to the reasonable satisfaction of Nokia, assigns a counsel and initiates defense in a professional manner; and (ii) whenever the third party making such claim is a customer to the Transferee, the Transferee may, at its option and expense, have full control over defense, and Nokia agrees to fully cooperate with such defense.