Common use of Infringement of Third Party Intellectual Property Rights Clause in Contracts

Infringement of Third Party Intellectual Property Rights. The Network Service Provider shall indemnify and hold harmless the Eurosystem from and against any Losses incurred in connection with any claims of a third party asserted against the Eurosystem that the Network, the Connectivity Services or any part thereof or the use of the Network or the Connectivity Services by the Eurosystem or the Di.Co.A. in accordance with this Contract or the relevant ESMIG Connectivity Services Agreement, as the case may be, infringes the third party's Intellectual Property Rights (each such claim an "Infringement Claim") The Eurosystem shall, without undue delay after it becomes aware of such Infringement Claim, notify the Network Service Provider of any Infringement Claim asserted against the Eurosystem in writing. Without undue delay after having been notified of an Infringement Claim, the Network Service Provider shall assume, at its own cost, the defence of such Infringement Claim and shall, to the extent permitted under applicable law, conduct any negotiations and litigation in respect to such Infringement Claim, provided that the Network Service Provider shall not be entitled or authorised to make any declarations or take any actions in the name of the Eurosystem, in particular to agree to the settlement of any Infringement Claim, without the prior written consent of the Eurosystem which consent shall not be unreasonably withheld or delayed. The Eurosystem shall, to the extent reasonably required, assist the Network Service Provider with the conduct of any such negotiations and litigation.