Common use of Intellectual Property Indemnity Clause in Contracts

Intellectual Property Indemnity. The Seller shall indemnify, defend and hold harmless, the Buyer, its Affiliates and its and their officers, employees, agents, Financing Parties, and Subcontractors against all liabilities, damages, losses, costs or expenses (including, without limitation, attorneys’ fees and expenses) arising out of any suit, claim, or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller in writing of the Claim; (b) gives the Seller sole authority, at the Seller’s expense, using counsel reasonably acceptable to the Buyer, to direct and control the defense and any settlement and compromise negotiations; provided, however, that the Buyer shall have the right to participate at the Seller’s expense in any such settlement and compromise negotiations that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer and that the Buyer shall have the right to approve any settlement that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer (which consent shall not be unreasonably withheld); and (c) the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance of the Buyer as may be reasonably required to defend any such Claim. If the Seller does not promptly undertake defense of any such claim after notice of same from the Buyer, the Buyer shall be entitled but not required to undertake the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunder.

Intellectual Property Indemnity. The A. Seller shall indemnify, defend indemnify and hold harmless, the Buyer, its Affiliates Buyer and its customers harmless from any and their officersall costs, employees, agents, Financing Parties, and Subcontractors against all liabilities, damagesexpenses (including reasonably attorneys' fees), losses, costs damages or expenses (includingliabilities incurred because of actual or alleged infringement of any patent, without limitationcopyright, attorneys’ fees and expenses) trade secret, trademark, maskwork or other intellectual right arising out of any suit, claim, the use or proceeding (a “Claim”) alleging that sale by Buyer or Buyer's customers of Equipment or Items or Buyer's products manufactured using the Equipment or Services provided under this Contract violate Item(s). Buyer shall notify Seller of such claim or infringe demand and shall permit Seller to participate in the defense or settlement thereof. B. If an injunction issues as a result of any Intellectual Property ifclaim or action, Seller agrees, at its sole cost and expense, and Buyer's option to either: (ai) the procure for Buyer promptly notifies the Seller in writing of the Claim; (b) gives the Seller sole authority, at the Seller’s expense, using counsel reasonably acceptable to the Buyer, to direct and control the defense and any settlement and compromise negotiations; provided, however, that the Buyer shall have the right to participate at continue using the Seller’s expense in any such settlement and compromise negotiations that would require any changes to the Services or Equipment or that would require any action or restraint of action by Items, (ii) replace the Buyer and that the Buyer shall have the right to approve any settlement that would require any changes to the Services or Equipment or that would require any action Items with non-infringing Equipment or restraint Items or (iii) modify the Equipment or Items so they become non-infringing. If, despite Seller's best efforts, none of action by the foregoing options are available, Buyer (which consent may at its option return the Equipment or Item at Seller's sole cost and expense, and Seller shall refund to Buyer the purchase price of the Equipment or Items. C. Seller's obligations pursuant to this Section 13 shall not be unreasonably withheld); apply where: (i) custom Equipment or Items are manufactured to Buyer's detailed design and (c) such design is the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance cause of the Buyer as may be reasonably claim; or (ii) Equipment or Items are used in combination with Equipment, software or other products not supplied, required to defend any or recommended by Seller and such Claim. If the Seller does infringement would not promptly undertake defense of any have occurred but for such claim after notice of same from the Buyer, the Buyer shall be entitled but not required to undertake the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereundercombination. D. THE FOREGOING STATES THE ENTIRE OBLIGATIONS AND REMEDIES FLOWING BETWEEN BUYER AND SELLER ARISING FROM ANY INTELLECTUAL PROPERTY CLAIM BY A THIRD PARTY.

Intellectual Property Indemnity. The Seller shall indemnifyContractor shall, defend as part of the Fixed Prices, defend, indemnify and hold harmlessharmless Owner Indemnitees against any and all damages, the Buyer, its Affiliates and its and their officers, employees, agents, Financing Parties, and Subcontractors against all liabilities, damages, losses, costs or and expenses (including attorneys’ fees and other professionals’ fees) associated with any claims, suits or proceedings brought against any of the Owner Indemnitees based on an allegation that any Services performed by Contractor or its Subcontractors, the Documentation or the Equipment, or any part thereof, or use thereof, constitutes an infringement or misappropriation of any right of any third party, including, without limitation, attorneys’ fees any copyrights, mask work rights, United States patent rights, trademark rights, trade secret rights, confidentiality rights or other property rights, if Contractor is notified promptly in writing and expenses) arising out given authority, information, and assistance for the defense or settlement of such claim suit or proceeding. Contractor will not be responsible for any suit, claim, settlement of such suit or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller made without its written consent. Contractor shall obtain Owner’s written consent, which may be withheld in writing of the Claim; (b) gives the Seller Owner’s sole authoritydiscretion, at the Seller’s expense, using counsel reasonably acceptable prior to the Buyer, to direct and control the defense and entering into any settlement and compromise negotiations; provided, however, that the Buyer shall have the right to participate at the Seller’s expense in any such settlement and compromise negotiations that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer and that the Buyer shall have the right to approve any settlement that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer (which consent shall not be unreasonably withheld); and (c) the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance of the Buyer as may be reasonably required to defend any such Claim. If the Seller does not promptly undertake defense of any such claim after notice suit or proceeding that does not include a complete liability release for all Owner Indemnitees or that would prohibit use of same from any part of the BuyerProject, the Buyer shall be entitled but not required Documentation or the Equipment by any Owner Indemnitees. If the use of the Project, the Documentation or the Equipment, or any part thereof, as a result of any such claim, suit or proceeding is held to undertake constitute infringement, and its use by any of the defense of Owner Indemnitees is enjoined, Contractor shall, at its option, either: (i) procure for such claim and shall have Owner Indemnitees the right to direct continue using the Project, the Documentation or the Equipment, or any part thereof; (ii) replace same with substantially equivalent non-infringing Documentation or Equipment or parts thereof acceptable to Owner; or (iii) modify same in a manner acceptable to Owner and control in conformance with the defense and any settlement and compromise negotiations concerning such claim with counsel selected by functional requirements of this Agreement so it becomes non-infringing. Except to the Buyer and extent that Contractor is a contributory infringer, Contractor shall have no indemnity duty or obligation hereunder to the extent that the Seller Facility, the Documentation or the Equipment furnished hereunder is (A) modified by Owner after acceptance thereof to make it infringing, or (B) combined by Owner with items not furnished hereunder or recommended or approved by Contractor and solely as a result of said modification or combination a claim, suit or proceeding is brought against Owner. Contractor shall have flow down the right requirements of this Section 14.3 and make Owner direct beneficiary of the indemnification obligation in its subcontracts with all Major Subcontractors. If Contractor is unable to approve any settlement (which consent flow down such provision to a Major Subcontractor, Contractor shall notify Owner in writing of such failure prior to entering into a subcontract with such Person and Owner and Contractor shall consult in good faith concerning the options to select an alternative Subcontractor. Notwithstanding anything to the contrary, Contractor’s obligations under this Section 14.3 shall not be unreasonably withheld); all at apply to the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunderOwner Equipment.

Intellectual Property Indemnity. The Seller CONTRACTOR shall indemnifydefend, defend indemnify and hold harmlessharmless any OWNER Indemnified Party from and against any and all suits, the Buyer, its Affiliates and its and their officers, employees, agents, Financing Parties, and Subcontractors against all liabilitiesactions, damages, lossesclaims, costs costs, losses or expenses (including, without limitation, attorneys’ fees and expenses) liability of whatsoever kind or character arising out from any infringement of patents or the improper use of other Intellectual Property rights which may occur in connection with CONTRACTOR’s performance of the Work or the ownership or use of any suit, claim, or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller in writing portion of the Claim; (b) gives the Seller sole authorityWork, unless such infringement or improper use is at the Sellerspecific (as opposed to general) direction of OWNER. OWNER’s expense, using counsel reasonably acceptable acceptance of CONTRACTOR’s engineering design and/or proposed or supplied materials or equipment shall not be construed to relieve CONTRACTOR of any obligation hereunder. CONTRACTOR shall have the Buyer, to direct and sole authority for the control of the defense of any and any settlement all such claims or suits brought thereon, and compromise negotiationsOWNER shall render such assistance as CONTRACTOR shall reasonably require in connection therewith; provided, however, that in any suit brought on such claim, the Buyer applicable OWNER Indemnified Party shall have the right to participate be represented by counsel of its own choice at the Seller’s expense in its own expense. Should any such settlement and compromise negotiations that would require any changes to claim materially impair CONTRACTOR’s performance of the Services Work or Equipment or that would require any action or restraint OWNER’s continued use of action by the Buyer and that the Buyer shall have Work, then CONTRACTOR shall, at its own expense, timely procure the right to approve any settlement that would require any changes continue its performance of the Work so as not to materially impair the Services schedule for completion of the Work, or Equipment or that would require any action or restraint timely procure the right to continue use of action by the Buyer (which consent Work, and CONTRACTOR shall not be unreasonably withheld); and (c) the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance of the Buyer as may be reasonably required to defend any such Claim. If the Seller does not promptly undertake defense of settle any such claim after notice in a manner that reasonably might be expected to interfere with its performance of same from the Buyer, Work or the Buyer shall be entitled but not required to undertake operation of the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunderGathering System.

Intellectual Property Indemnity. The Seller shall indemnify, defend Lucent will indemnify and hold harmless, the Buyer, its Affiliates harmless CD Radio from and its and their officers, employees, agents, Financing Parties, and Subcontractors against all liabilities, damages, losses, costs or expenses (including, without limitation, attorneys’ fees and expenses) arising out of any suit, claim, or proceeding (claim by a “Claim”) third party against CD Radio alleging that the Equipment or Services provided any Device furnished under this Contract violate Agreement directly infringes any patent, copyright or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller in writing trademark of the Claim; (b) gives the Seller sole authority, at the Seller’s expense, using counsel reasonably acceptable to the Buyer, to direct and control the defense and any settlement and compromise negotiations; provided, however, that the Buyer such third party. Lucent shall have the right obligation, at its own expense, to participate defend or settle all such claims, subject to CD Radio's reasonable participation, at its own expense, in the Seller’s expense in conduct of any such settlement proceeding or settlement. Lucent shall reimburse CD Radio for any costs incurred at Lucent's written request relating to such claim and compromise negotiations that would require shall pay damages and costs assessed by final judgment against CD Radio, or resulting from settlement, and attributable to such claim. In addition, Lucent will have the right, at any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer time and that the Buyer shall have at its option and expense to: (i) procure for CD Radio the right to approve continue using such Device; (ii) replace or modify any settlement that would require any changes such Device provided or to the Services or Equipment or that would require any action or restraint of action by the Buyer (which consent shall not be unreasonably withheld); and (c) the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance provided to render it free of the Buyer as may be reasonably required to defend any infringement, while maintaining equivalent functionality and complete compatibility with CD Radio's products; or (iii) require return of such ClaimDevice and refund the purchase price. If the Seller does not promptly undertake defense Lucent's obligations hereunder are conditioned upon: (i) CD Radio giving Lucent written notice within thirty (30) days of any such claim after notice asserted against it; (ii) Lucent having complete control of same from the Buyer, the Buyer shall be entitled but not required to undertake the defense of such claim and shall have the right to direct and control the defense and any settlement thereof, subject to CD Radio's reasonable participation and compromise negotiations concerning consent (in the case of settlement or litigation decisions affecting CD Radio); (iii) CD Radio cooperating fully with Lucent, at Lucent's expense, to facilitate the defense or settlement of such claim claim; and (iv) CD Radio's substantial compliance with counsel selected by the Buyer and that material terms of this Agreement. Notwithstanding the Seller foregoing, Lucent shall have no obligation to defend or settle any claim, and CD Radio shall indemnify and save harmless Lucent and its suppliers and affiliated companies from all costs, expenses, liabilities and claims, for any such claim: (i) arising from Lucent's compliance with CD Radio's specifications, designs or instructions; or (ii) relating to any Device furnished hereunder in combination with item(s), whether or not furnished by Lucent, even if such combination results from the right to approve Device's necessary or inherent use or the use for which the device is purchased. The sale of any settlement (which consent Device by Lucent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunderconfer upon CD Radio, or upon anyone claiming under CD Radio, any license (expressly, by implication, by estoppel or otherwise) under any patent claim of Lucent or others covering or relating to any combination, machine or process in which such Device is or might be used, or to any process or method of making such Device. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION OF THE PARTIES HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF THIS AGREEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.

Intellectual Property Indemnity. The Seller shall indemnify(a) In the event of any claim, action, proceeding or suit by a third party against Buyer alleging an infringement of any patent, copyright, or trademark, or a violation of any trade secret or proprietary rights by reason of the use, in accordance with Supplier's technical specifications, of any Product or Licensed Materials furnished by Supplier to Buyer under this Agreement, Supplier, at its expense, will defend and hold harmless, the Buyer, its Affiliates subject to the conditions and its and their officersexceptions stated below. Supplier will reimburse Buyer for any cost, employeesexpense or attorneys' fees, agents, Financing Partiesincurred at Supplier's written request or authorization, and Subcontractors will indemnify Buyer against all liabilities, damages, losses, costs any liability assessed against Buyer by final judgment or expenses (including, without limitation, attorneys’ fees and expenses) settlement approved by Supplier on account of such infringement or violation arising out of any suit, claim, or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller in writing of the Claim; such use. (b) gives the Seller sole authorityIf Buyer's use shall be enjoined or in Supplier's reasonable opinion is likely to be enjoined, Supplier will, at its expense and at its option, either (1) promptly replace the Seller’s expense, using counsel reasonably acceptable enjoined Product or Licensed Materials furnished pursuant to this Agreement with a suitable substitute free of any infringement; (2) promptly modify it so that it will be free of the Buyer, to direct and control the defense and any settlement and compromise negotiationsinfringement; provided, however, that the or (3) procure for Buyer shall have the a license or other right to participate at use it. If none of the Seller’s expense in foregoing options are practical despite Supplier's commercially reasonable efforts, Supplier will remove the enjoined Product or Licensed Materials and refund to Buyer any such settlement and compromise negotiations that would require amounts paid to Supplier therefor less a reasonable charge for any changes to the Services or Equipment or that would require any action or restraint actual period of action use by the Buyer and that the Buyer shall have the right to approve any settlement that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer (which consent shall not be unreasonably withheld); and Buyer. (c) Buyer shall give Supplier prompt written notice of all such claims, actions, proceedings or suits alleging infringement or violation and Supplier shall have full and complete authority to assume the sole defense thereof, including appeals, and to settle same. Buyer provides the Sellershall, upon Supplier's request and at the Seller’s Supplier's expense, with such disclosure furnish all information and assistance of reasonably available to Buyer and cooperate in every reasonable way to facilitate the Buyer as may be reasonably required to defend any such Claim. If the Seller does not promptly undertake defense and/or settlement of any such claim after notice claim, action, proceeding or suit. (d) No undertaking of Supplier under this Section shall extend to any such alleged infringement or violation to the extent that it: (1) arises from adherence to design modifications, specifications, drawings, or written instructions which Supplier is directed by Buyer to follow; or (2) arises from adherence to instructions to apply Buyer's trademark, trade name or other identification; or (3) resides in a Product or Licensed Materials which are not of Supplier's origin and which are furnished by Buyer to Supplier for use under this Agreement; or (4) relates to uses of Product or Licensed Materials provided by Supplier in combinations with other Product or Licensed Materials, furnished either by Supplier or others where such infringement or violation would not otherwise have occurred. In the foregoing cases numbered (1) through (4), Buyer will defend and save Supplier harmless, subject to the same from terms and conditions and exceptions stated above, with respect to the BuyerSupplier's rights and obligations under this Section. (e) The liability of Supplier and Buyer with respect to any and all claims, the Buyer actions, proceedings or suits by third Parties alleging infringement of patents, trademarks or copyrights or violation of trade secrets or proprietary rights because of, or in connection with, any Products or Licensed Materials furnished pursuant to this Agreement shall be entitled but not required limited to undertake the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit specific undertakings contained in any way the Seller’s indemnification obligations hereunderthis Section.

Intellectual Property Indemnity. The A. Seller shall indemnify, defend indemnify and hold harmless, the Buyer, its Affiliates Buyer and its customers harmless from any and their officersall costs, employees, agents, Financing Parties, and Subcontractors against all liabilities, damagesexpenses (including reasonably attorneys’ fees), losses, costs damages or expenses (includingliabilities incurred because of actual or alleged infringement of any patent, without limitationcopyright, attorneys’ fees and expenses) trade secret, trademark, maskwork or other intellectual right arising out of the use or sale by Buyer or Buyer’s customers of Items or Buyer’s products manufactured using the Item(s). Buyer shall notify Seller of such claim or demand and shall permit Seller to participate in the defense or settlement thereof. B. If an injunction issues as a result of any suitclaim or action, claimSeller agrees, or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property ifat its sole cost and expense, and Buyer’s option to either: (ai) the procure for Buyer promptly notifies the Seller in writing of the Claim; (b) gives the Seller sole authority, at the Seller’s expense, using counsel reasonably acceptable to the Buyer, to direct and control the defense and any settlement and compromise negotiations; provided, however, that the Buyer shall have the right to participate at continue using the Items, (ii) replace Items with non-infringing Items or (iii) modify the Items so they become non-infringing. If, despite Seller’s expense in any such settlement best efforts, none of the foregoing options are available, Buyer may at its option return the Item at Seller’s sole cost and compromise negotiations that would require any changes expense, and Seller shall refund to Buyer the Services or Equipment or that would require any action or restraint purchase price of action by the Buyer and that the Buyer shall have the right Items. C. Seller’s obligations pursuant to approve any settlement that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer (which consent this Section 13 shall not be unreasonably withheld); apply where: (i) custom Items are manufactured to Buyer’s detailed design and (c) such design is the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance cause of the Buyer as may be reasonably claim; or (ii) Items are used in combination with equipment, software or other products not supplied, required to defend any or recommended by Seller and such Claim. If the Seller does infringement would not promptly undertake defense of any have occurred but for such claim after notice of same from the Buyer, the Buyer shall be entitled but not required to undertake the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereundercombination. D. THE FOREGOING STATES THE ENTIRE OBLIGATIONS AND REMEDIES FLOWING BETWEEN BUYER AND SELLER ARISING FROM ANY INTELLECTUAL PROPERTY CLAIM BY A THIRD PARTY.

Intellectual Property Indemnity. The A. Seller shall indemnify, defend indemnify and hold harmless, the Buyer, its Affiliates Buyer and its customers harmless from any and their officersall costs, employees, agents, Financing Parties, and Subcontractors against all liabilities, damagesexpenses (including reasonably attorneys' fees), losses, costs damages or expenses (includingliabilities incurred because of actual or alleged infringement of any patent, without limitationcopyright, attorneys’ fees and expenses) trade secret, trademark, maskwork or other intellectual right arising out of any suit, claim, the use or proceeding (a “Claim”) alleging that sale by Buyer or Buyer's customers of Items or Buyer's products manufactured using the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller in writing of the Claim; (b) gives the Seller sole authority, at the Seller’s expense, using counsel reasonably acceptable to the Buyer, to direct and control the defense and any settlement and compromise negotiations; provided, however, that the Item(s). Buyer shall have the right to participate at the Seller’s expense in any such settlement and compromise negotiations that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer and that the Buyer shall have the right to approve any settlement that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer (which consent shall not be unreasonably withheld); and (c) the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance of the Buyer as may be reasonably required to defend any such Claim. If the notify Seller does not promptly undertake defense of any such claim after notice of same from the Buyer, the Buyer shall be entitled but not required to undertake the defense of such claim or demand and shall have permit Seller to participate in the defense or settlement thereof. B. If an injunction issues as a result of any claim or action, Seller agrees, at its sole cost and expense, and Buyer's option to either: (i) procure for Buyer the right to direct xx xxntinue using Items, (ii) replace the Items with non-infringing Items or (iii) modify the Items so they become non-infringing. If, despite Seller's best efforts, none of the foregoing options are axxxxxxle, Buyer may at its option return the Item at Seller's sole cost and control the defense expense, and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have refund to Buyer the right purchase price of the Item. C. Seller's obligations pursuant to approve any settlement (which consent this Section 13 shall not be unreasonably withheld)apply where: (i) custom Items are manufactured to Buyer's detailed design and such design is the cause of the claim; all at the Seller’s expense. For the avoidance of doubtor (ii) Items are used in combination with Equipment, the Buyer’s election to undertake software or other products not to undertake supplied, required or recommended by Seller and such defense will infringement would not limit in any way the Seller’s indemnification obligations hereunderhave occurred but for such combination. D. THE FOREGOING STATES THE ENTIRE OBLIGATIONS AND REMEDIES FLOWING BETWEEN BUYER AND SELLER ARISING FROM ANY INTELLECTUAL PROPERTY CLAIM BY A THIRD PARTY.

Intellectual Property Indemnity. The Seller SUPPLIER shall indemnifydefend, defend indemnify and hold harmless, the Buyerharmless VA LINUX, its Affiliates Representatives, Contract Manufacturers, and/or customers against any claim that the Product allegedly infringes any United States or Canadian patent, copyright, mask work right, trademark, trade secret, or any other intellectual property right of any third party. If any such claim of infringement is made, SUPPLIER, at SUPPLIER's expense, shall defend against and its pay any and their officersall costs, employees, agents, Financing Partiesexpenses (including reasonable fees of attorneys and other retained professionals), and Subcontractors against all liabilities, damages, losses, costs or expenses (including, without limitation, attorneys’ fees and expenses) damages of any kind arising out of such claim or resulting from any suitsettlement thereof, claimwhether or not that claim is successful, or proceeding (a “Claim”) alleging provided that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property ifVA LINUX: (a) the Buyer promptly notifies the Seller in writing gives SUPPLIER prompt written notice of the Claimsuch claim; (b) gives the Seller sole authoritycooperates with SUPPLIER, at SUPPLIER's expense for reasonable out of pocket expenses incurred by VA LINUX, in the Seller’s expense, using counsel reasonably acceptable defense of such claim; and (c) allows SUPPLIER to the Buyer, to direct and control the defense and any settlement and compromise negotiations; provided, however, that the Buyer of such claim. SUPPLIER shall have the right to participate at the Seller’s expense in any such settlement and compromise negotiations that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer and that the Buyer shall have the right to approve not enter into any settlement that would require any changes to the Services affects VA LINUX's rights or Equipment or that would require any action or restraint of action by the Buyer (which interests without VA LINUX's prior written consent. Such consent shall not be unreasonably withheld); and (c) the Buyer provides the Seller, at the Seller’s expense, withheld or delayed. SUPPLIER shall not be responsible for any settlement made by VA LINUX without SUPPLIER's prior written consent. Such consent shall not be unreasonably withheld or delayed. VA LINUX may choose to participate with such disclosure and assistance of the Buyer as may be reasonably required to defend any such Claim. If the Seller does not promptly undertake defense of any such claim after notice of same from the Buyer, the Buyer shall be entitled but not required to undertake SUPPLIER in the defense of such claim and at its own expense, but such participation shall have the be without prejudice to VA LINUX's right to direct reimbursement from SUPPLIER of reasonable costs, expenses (including reasonable fees of attorneys and control the defense other retained professionals prior to VA LINUX's participation), and awarded damages of any settlement and compromise negotiations concerning kind that VA LINUX may have been ordered to pay as a result of such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunderclaim.

Intellectual Property Indemnity. The Seller CONTRACTOR shall indemnifydefend, defend indemnify and hold harmlessharmless any OWNER Indemnified Party from and against any and all suits, the Buyer, its Affiliates and its and their officers, employees, agents, Financing Parties, and Subcontractors against all liabilitiesactions, damages, lossesclaims, costs costs, losses or expenses (including, without limitation, attorneys’ fees and expenses) liability of whatsoever kind or character arising out from any infringement of patents or the improper use of other Intellectual Property rights which may occur in connection with CONTRACTOR’s performance of the Work or the ownership or use of any suit, claim, or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller in writing portion of the Claim; (b) gives the Seller sole authorityWork, unless such infringement or improper use is at the Sellerspecific (as opposed to general) direction of OWNER. OWNER’s expense, using counsel reasonably acceptable acceptance of CONTRACTOR’s engineering design and/or proposed or supplied materials or equipment shall not be construed to relieve CONTRACTOR of any obligation hereunder. CONTRACTOR shall have the Buyer, to direct and sole authority for the control of the defense of any and any settlement all such claims or suits brought thereon, and compromise negotiationsOWNER shall render such assistance as CONTRACTOR shall reasonably require in connection therewith; provided, however, that in any suit brought on such claim, the Buyer applicable OWNER Indemnified Party shall have the right to participate be represented by counsel of its own choice at the Seller’s expense in its own expense. Should any such settlement and compromise negotiations that would require any changes to claim materially impair CONTRACTOR’s performance of the Services Work or Equipment or that would require any action or restraint OWNER’s continued use of action by the Buyer and that the Buyer shall have Work, then CONTRACTOR shall, at its own expense, timely procure the right to approve any settlement that would require any changes continue its performance of the Work so as not to materially impair the Services schedule for completion of the Work, or Equipment or that would require any action or restraint timely procure the right to continue use of action by the Buyer (which consent Work, and CONTRACTOR shall not be unreasonably withheld); and (c) the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance of the Buyer as may be reasonably required to defend any such Claim. If the Seller does not promptly undertake defense of settle any such claim after notice in a manner that reasonably might be expected to interfere with its performance of same from the Buyer, Work or the Buyer shall be entitled but not required to undertake operation of the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expenseTransmission Line. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunder.SD\624074.9

Intellectual Property Indemnity. The Seller shall indemnifywill: (i) defend or settle, defend at its option and hold harmlessexpense, any claim against Maxtor alleging that any Product furnished under this Agreement directly infringes any patent, copyright or trademark; (ii) reimburse Maxtor for any costs incurred at Seller's written request relating to such claim; and (iii) pay damages and costs assessed by final judgment against Maxtor and attributable to such claim. In addition, Seller will have the Buyerright, at any time and at its Affiliates option and its expense to: (i) procure for Maxtor the right to continue using such Product; (ii) replace or modify any such Product provided or to be provided to be free of the infringement; or (iii) require return of such Product and their officers, employees, agents, Financing Parties, and Subcontractors against all liabilities, damages, losses, costs or expenses refund the purchase price. Seller's obligations hereunder are conditioned upon: (including, without limitation, attorneys’ fees and expensesi) arising out Maxtor giving Seller written notice within thirty (30) days of any suit, such claim, or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller in writing of the Claim; (bii) gives the Seller sole authority, at the Seller’s expense, using counsel reasonably acceptable to the Buyer, to direct and having complete control of the defense and any settlement and compromise negotiationsthereof; provided, however, that (iii) Maxtor cooperating fully with Seller to facilitate the Buyer shall have the right to participate at the Seller’s expense in any defense or settlement of such settlement and compromise negotiations that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer and that the Buyer shall have the right to approve any settlement that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer (which consent shall not be unreasonably withheld)claim; and (civ) Maxtor's full compliance with this Agreement. Notwithstanding the Buyer provides the Sellerforegoing, at the Seller’s expense, with such disclosure and assistance of the Buyer as may be reasonably required to defend any such Claim. If the Seller does not promptly undertake defense of any such claim after notice of same from the Buyer, the Buyer shall be entitled but not required to undertake the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have no obligation to defend or settle any claim, and Maxtor shall indemnify and save harmless Seller and its suppliers and affiliated companies from all costs, expenses, liabilities and claims, for any such claim: (i) arising from Seller's compliance with Maxtor's specifications, designs or instructions; or (ii) relating to any Product furnished hereunder in combination with item(s), whether or not furnished by Seller, even if such combination results from the right to approve Product's necessary or inherent use or the use for which the Product is purchased. The sale of any settlement (which consent Product by Seller shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunderconfer upon Maxtor, or upon anyone claiming under Maxtor, any license (expressly, by implication, by estoppel or otherwise) under any patent claim of Seller or others covering or relating to any combination, machine or process in which such product is or might be used, or to any process or method of making such product. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION OF THE PARTIES HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF THIS AGREEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.

Intellectual Property Indemnity. The Seller shall indemnify(a) E&Y shall, defend at its sole expense, defend, indemnify and hold harmlessviaLink harmless from and against any and all third party suits, the Buyer, its Affiliates proceedings and its and their officers, employees, agents, Financing Partiesclaims, and Subcontractors against all resulting losses, liabilities, damages, losses, costs or expenses (including, without limitation, attorneys’ fees and expenses) , for misappropriation of trade secrets, technical information and/or know-how or for infringement of any copyright, patent or other intellectual property right of any third party, arising out of any suitviaLink's use of the Deliverables or the performance of Services by E&Y hereunder, claimexcept in the case of viaLink's indemnification pursuant to Section 12(b); provided, or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer E&Y is notified promptly notifies the Seller in writing of such claim ------------- or of the Claim; (b) gives commencement of such suit or proceeding, as the Seller case may be, and is given sole control and authority, information and reasonable assistance, at the Seller’s E&Y's expense, using counsel reasonably acceptable to the Buyer, to direct and control for the defense or settlement thereof; and any settlement and compromise negotiations; provided, howeverprovided further, that viaLink shall not settle such claim, suit or proceeding without the Buyer shall have the right to participate at the Seller’s expense in any such settlement and compromise negotiations that would require any changes to the Services or Equipment or that would require any action or restraint written consent of action by the Buyer and that the Buyer shall have the right to approve any settlement that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer (E&Y, which consent shall not be unreasonably withheld); and (c) . Furthermore, in the Buyer provides the Sellerevent viaLink should be enjoined in such suit or proceeding from use of such Deliverables or any other materials, equipment, combination or process, E&Y may, at its option, either (i) secure termination of the Seller’s injunction and obtain a right to complete the Services or Deliverables or (ii) modify the Services or Deliverables to become noninfringing at E&Y's expense without any loss of features or functionality required by the applicable Work Order. If neither of the foregoing options is reasonably feasible, E&Y may terminate the applicable Work Order this Agreement upon notice to viaLink and refund all fees and expenses paid by viaLink thereunder. (b) viaLink shall, at its sole expense, with such disclosure defend, indemnify and assistance hold E&Y harmless from and against any and all third party suits, proceedings and claims, and all resulting losses, liabilities, costs and expenses, for misappropriations of any trade secrets, technical information or know-how or for infringement of any copyright, patent or other intellectual property right of a third party arising out of the Buyer performance of the Services by reason of E&Y's use of (i) any viaLink software and/or the third party software (as may be reasonably such term is defined herein) in accordance with viaLink's instructions under a Work Order, (ii) a particular combination or process required to defend any such Claim. If the Seller does not promptly undertake defense of any such claim after notice of same from the Buyeror directed by viaLink under a Work Order, the Buyer shall be entitled but not required to undertake the defense if no infringing implementation is possible or (iii) materials, software or equipment supplied by viaLink; provided that viaLink is notified in writing of such claim or of the commencement of such suit or proceeding, as the case may be, and shall have the right to direct is given sole control and control authority, information and reasonable assistance, at viaLink's expense, for the defense or settlement thereof; and any settlement and compromise negotiations concerning provided further, that E&Y shall not settle such claim with counsel selected by claim, suit or proceeding without the Buyer and that prior written consent of the Seller shall have the right to approve any settlement (viaLink, which consent shall not be unreasonably withheld); . (c) E&Y's indemnity shall not apply to any infringement that results from: ( i) viaLink's use of any Deliverable for other than the purposes contemplated by this Agreement or the applicable Work Order or in connection with other goods or services not provided under this Agreement or (ii) to the extent such infringement arises because of a failure of viaLink to have all at necessary ownership, license or other rights to intellectual property made available by viaLink to E&Y pursuant to this Agreement or the Seller’s expense. For applicable Work Order, including all necessary rights of access and modification. (d) This Section 12 specifies the avoidance sole and exclusive remedy of doubt, the Buyer’s election to undertake each party ---------- for third party claims of misappropriation or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunderinfringement of intellectual property.

Intellectual Property Indemnity. The Seller shall indemnify, defend and hold harmless, the Buyer, its Affiliates and its and their officers, employees, agents, Financing Parties, and Subcontractors against all liabilities, damages, losses, costs or expenses (including, without limitation, attorneys’ fees and expenses) arising out of any suit, claim, or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) To the Buyer promptly extent that the items ordered have not originated with Fenwal, Supplier guarantees that the sale and/or use of such items delivered hereunder and their manufacture by Supplier shall not infringe any U.S. or foreign patents, trademarks, copyrights, or trade secrets. Supplier shall, at its own expense, indemnify and hold harmless Fenwal and/or its successors, assigns or customers (collectively referred to in this section as "Fenwal"), against any action, suit or claim ("Suit") brought against Fenwal which is based upon a claim, whether rightful or otherwise, that the goods or services, or any part thereof, furnished under this Order, for Fenwal's use (including resale) thereof, constitutes an infringement of any patent, trademark, copyright or trade secret. Provided that Fenwal duly notifies Supplier as to any such Suit, Supplier shall defend and pay all damages, royalties and costs awarded against, and reasonable expenses incurred by, Fenwal in connection with such Suit. If the Seller goods or services in writing such Suit are held to constitute infringement and the use thereof is enjoined, Supplier shall, at its own expense and at its option, either procure for Fenwal the right to continue the use of such goods and/or services, or, in a manner acceptable to Fenwal, make a replacement or modification to avoid infringement. Xxxxxx agrees, to the extent of its ability to do so, to supply any pertinent evidence needed to defend any Suit but only at the expense of the Claim; Supplier. (b) gives the Seller sole authority, at the Seller’s expense, using counsel reasonably acceptable to the Buyer, to direct and control the defense and any settlement and compromise negotiations; provided, however, that the Buyer shall have the right to participate at the Seller’s expense in any such settlement and compromise negotiations that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer and that the Buyer shall have the right to approve any settlement that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer (which consent The foregoing indemnity shall not apply where such goods or services are allegedly infringing as a result of Supplier's compliance with specific written instructions from Fenwal directing use by Supplier of a feature not customarily used by Supplier. Supplier waives any rights to be unreasonably withheld); and (c) the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance of the Buyer as may be reasonably required to defend held harmless by Fenwal against any such Claim. If the Seller does not promptly undertake defense of any such claim after notice of same from the Buyer, the Buyer shall be entitled but not required to undertake the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunderclaims for infringement.

Intellectual Property Indemnity. The Seller shall indemnifywill: (i) defend or settle, defend at its option and hold harmlessexpense, any claim against Buyer alleging that any Device furnished under this Agreement directly infringes any patent, copyright or trademark; (ii) reimburse Buyer for any costs incurred at Seller's written request relating to such claim; and (iii) pay damages and costs assessed by final judgment against Buyer and attributable to such claim. In addition, Seller will have the right, at any time and at its option and expense to procure for Buyer the right to continue using such Device. Seller's obligations hereunder are conditioned upon: (i) Buyer giving Seller written notice within thirty (30) days of Buyer, its Affiliates and its and their officers, employees, agents, Financing Parties, and Subcontractors against all liabilities, damages, losses, costs or expenses (including, without limitation, attorneys’ fees and expenses) arising out 's receipt of any suit, such claim, or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller in writing of the Claim; (bii) gives the Seller sole authority, at the Seller’s expense, using counsel reasonably acceptable to the Buyer, to direct and having complete control of the defense and any settlement thereof; (iii) Buyer cooperating fully with Seller to facilitate the defense or settlement of such claim; and compromise negotiations; provided(iv) Buyer's full compliance with ITS MATERIAL OBLIGATIONS UNDER this section of the Agreement. Notwithstanding the foregoing, however, that the Buyer Seller shall have no obligation to defend or settle any claim: (i) SOLELY arising from Seller's compliance with Buyer's specifications, designs or instructions; or (ii) SOLELY relating to any Device furnished hereunder in combination with item(s) furnished or specified by parties other than Seller, even if such combination results from the Device's necessary or inherent use or the use for which the Device is purchased. (i) Seller giving Buyer written notice within thirty (30) days of Seller's receipt of such claim; (ii) Buyer having complete control of the defense and settlement thereof; (iii) Seller cooperating fully with Buyer to facilitate the defense or settlement of such claim; and (iv) Seller's full compliance with ITS MATERIAL OBLIGATIONS UNDER this section of the Agreement. SHOULD ANY CLAIM OR CLAIMS UNDER THE ABOVE PARAGRAPHS CAUSE THE INDEMNIFICATION OBLIGATIONS OF BOTH PARTIES TO COME INTO OPERATION THE PARTIES SHALL EQUITABLY ALLOCATE THE DEFENSE AND INDEMNITY OBLIGATIONS BETWEEN THEMSELVES. The sale of any Device by Seller shall not in any way confer upon Buyer, or upon anyone claiming under Buyer, any license (expressly, by implication, by estoppel or otherwise) under any patent claim of Seller or others covering or relating to any process or method of making such Device. Notwithstanding the foregoing if Seller now or hereafter has, pursuant to its license agreements with third parties, the right to participate at immunize or sublicense the intellectual property covered by such third party agreements in connection with Seller’s expense in any such settlement 's sale of products of the same nature as the Devices, Buyer and compromise negotiations that would require any changes its customer(s) shall, pursuant to this Agreement, with respect to the Services Devices, be immunized or Equipment sublicensed. The granting of immunity or that would require any action or restraint of action by the Buyer a sublicense shall be at Seller's sole discretion, not to be exercised unreasonably, and that the Buyer shall have the right at no cost to approve any settlement that would require any changes Seller and only to the Services extent Seller may so immunize or Equipment or that would require any action or restraint of action by the Buyer (which consent shall not be unreasonably withheld); and (c) the Buyer provides the Sellersublicense. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION OF THE PARTIES HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF THIS AGREEMENT AND IS IN LIEU OF ALL WARRANTIES, at the Seller’s expenseEXPRESS, with such disclosure and assistance of the Buyer as may be reasonably required to defend any such Claim. If the Seller does not promptly undertake defense of any such claim after notice of same from the BuyerIMPLIED OR STATUTORY, the Buyer shall be entitled but not required to undertake the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunderIN REGARD THERETO.

Intellectual Property Indemnity. The Seller Ehave shall indemnifydefend at its own expense any claim, defend and hold harmlessproceeding or suit (a “Claim”) brought against CHT and/or any of its directors, the Buyer, its Affiliates and its and their officers, employees, agents, Financing subcontractors, affiliates and/or End Users (collectively, the “CHT Indemnified Parties”) to the extent such Claim alleges that the Ehave Companion Solution furnished hereunder or the use thereof by CHT or its End Users as authorized hereunder or in any Subscription Agreement infringes any copyright, Canadian patent, or registered trademark of a third person, and Subcontractors will indemnify and hold harmless the CHT Indemnified Parties from and against any and all related liabilities, damagescosts, losses, costs or damages and expenses (including, without limitation, attorneys’ fees and expensesincluding reasonable legal fees) arising out of or in connection with or relating to any suitsuch Claim, claimprovided that: (i) Ehave is given prompt written notice of the Claim or of any allegations or circumstances known to CHT which could reasonably result in a Claim; (ii) Ehave is given all reasonable information and assistance from CHT, or proceeding at Ehave’s expense, which Ehave may require to defend the Claim; (a “Claim”iii) alleging that Ehave is given sole control of the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller in writing defence of the Claim, and all negotiations for the settlement or compromise thereof, provided that Ehave shall promptly engage competent counsel and initiate defence in a professional manner and CHT may observe or participate in such proceedings with its own counsel at its own expense; and (biv) gives the Seller sole authorityalleged infringement does not result from any non-permitted uses, alterations, modifications or enhancements carried out by CHT, any End User or on its or their behalf by a third person (other than any Ehave personnel or contractors). If such Claim has occurred, or in Ehave’s opinion is likely to occur, without limiting Ehave’s obligation to defend and indemnify the CHT Indemnified Parties as aforesaid, Ehave may, at the Seller’s its option and expense, using counsel reasonably acceptable to the Buyer, to direct and control the defense and any settlement and compromise negotiations; provided, however, that the Buyer shall have either procure for CHT the right to participate at continue using the Seller’s expense Ehave Companion Solution in any such settlement and compromise negotiations accordance with this Agreement or modify or replace the same so that would require any changes to the Services it becomes non-infringing without loss of functionality, or Equipment or that would require any action or restraint of action by the Buyer and that the Buyer shall have the right to approve any settlement that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer (which consent shall not be unreasonably withheld); and (c) the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance if none of the Buyer as may be foregoing alternatives is reasonably required available and at Ehave’s discretion, discontinue the use of the Ehave Companion Solution on not less than sixty (60) Business Days’ prior written notice to defend CHT and its End Users. The foregoing states the entire obligations of Ehave with respect to any such Claim. If the Seller does not promptly undertake defense infringement of Intellectual Property Rights of any such claim after notice of same from the Buyer, the Buyer shall be entitled but not required to undertake the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunderthird Person.