Common use of Licensor Indemnity Clause in Contracts

Licensor Indemnity. Subject to the Sections 3.1 and 3.2, LICENSOR shall defend LICENSEE and its officers, directors and agents (collectively, the “INDEMNITEES”) from and against any claim, suit or other proceeding (each a “Claim”) brought or threatened against the INDEMNITEES by a third party to the extent the Claim arises out of or results from any claim that a Licensed Product, to the extent that the Licensed Product’s manufacture is within the scope of the licenses under this Agreement, infringes any patent, and shall settle such Claim and pay the amount of such settlement or, as in the case of suit, pay all damages, expenses and costs (excluding attorneys’ fees) awarded from an unappealable decision of a court of competent jurisdiction. As an express condition precedent to LICENSOR’s obligations under this Section 11.2, the INDEMNITEE must: (a) give LICENSOR prompt written notice of any such Claim, (b) grant LICENSOR sole control over the defense and settlement of the Claim, (c) provide LICENSOR with full cooperation for the defense of the Claim, and (d) not enter into any settlement or compromise of such Claim without LICENSOR’s prior written approval. If such Licensed Product is held to infringe or, in LICENSOR’s opinion, likely to be held to infringe, LICENSOR may, at LICENSOR’s option and expense, (i) procure for the INDEMNITEES the right to continue exercising their rights under this Agreement with respect to the Licensed Product, (ii) replace or modify the Licensed Product so it is not infringing, or (iii) if neither (i) nor (ii) are commercially practicable, terminate this Agreement immediately upon written notice. Licensee may participate in the defense or settlement of the Claim with counsel of its choice and at its own expense provided that control of such defense and settlement remains in LICENSOR. THE FOREGOING STATES LICENSOR’S ENTIRE LIABILITY AND THE INDEMNITEES’ EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS WITH RESPECT TO THE LICENSED PRODUCTS.

Licensor Indemnity. Subject to Section 4.5, Licensor shall have the Sections 3.1 right and 3.2, LICENSOR shall obligation to defend LICENSEE Licensee and its Affiliates and their respective stockholders, officers, directors directors, employees, agents, successors and agents (collectively, the “INDEMNITEES”) from and assigns against any third party claim, suit or other proceeding (each a collectively, “ClaimAction”) brought alleging that the Atmel Design Elements or threatened against their use in accordance with this Agreement, solely unmodified in the INDEMNITEES form provided by a Licensor and used solely as contemplated herein, infringes or misappropriates any third party Intellectual Property Rights, subject to the limitations hereinafter set forth. Licensor will have sole control of any such Action or settlement negotiations, and Licensor agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Licensee in any such Action defended by Licensor excluding any amount thereof that is not attributable to infringement or misappropriation resulting from the use of Atmel Design Elements in the form provided by Licensor and used solely as contemplated herein. Notwithstanding the foregoing, Licensor shall have no obligation to defend or settle any Action or to pay any judgment or other amounts to the extent the Claim arises out of arising from (i) any Improvement or results from any claim that a Licensed Product, to the extent that the Licensed Product’s manufacture is within the scope modification of the licenses under this Agreement, infringes Atmel Design Elements not made by Licensor; or (ii) any patent, and shall settle such Claim and pay combination of the amount Atmel Design Elements with technology or other items not provided by Licensor. Licensee agrees that Licensor will be relieved of the foregoing obligations if Licensee fails to (i) notify Licensor promptly in writing of such settlement or, as in the case of suit, pay all damages, expenses Action and costs (excluding attorneys’ fees) awarded from an unappealable decision of a court of competent jurisdiction. As an express condition precedent to LICENSOR’s obligations under this Section 11.2, the INDEMNITEE must: (a) give LICENSOR prompt written notice of any such Claim, (b) grant LICENSOR sole control over the defense and settlement of the Claim, (c) provide LICENSOR with full cooperation for failure prejudices the defense of the Claim, and (d) not enter into any settlement or compromise of such Claim without LICENSOR’s prior written approval. If such Licensed Product is held to infringe or, in LICENSOR’s opinion, likely to be held to infringe, LICENSOR may, at LICENSOR’s option and expense, (i) procure for the INDEMNITEES the right to continue exercising their rights under this Agreement with respect to the Licensed ProductAction, (ii) replace or modify give Licensor authority to proceed with sole control of the Licensed Product so it is not infringingAction as contemplated herein, or (iii) if neither (i) nor (ii) are commercially practicable, terminate this Agreement immediately upon give Licensor proper and full information and assistance in order to settle and/or defend any such Action. Licensor will not be liable for any costs or expenses incurred without its prior written noticeauthorization. Licensee may shall have the right to participate with Licensee’s own counsel at Licensee’s sole expense in the defense of any claim against Licensee and Licensor shall not settle any such claim or settlement take any action in prejudice to Licensee’s interests without Licensee’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of any Action, Licensor shall have the right to (a) modify the Atmel Design Elements to avoid the alleged infringement, provided such modifications do not result in any material loss of functionality to the Licensee of the Claim with counsel of its choice and at its own expense provided that control of such defense and settlement remains in LICENSOR. THE FOREGOING STATES LICENSOR’S ENTIRE LIABILITY AND THE INDEMNITEES’ EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS WITH RESPECT TO THE LICENSED PRODUCTSAtmel Design Elements, or (b) obtain any necessary license or other right to enable Licensee to continue to use the Atmel Design Elements substantially as contemplated herein without infringement.

Licensor Indemnity. Subject to the Sections 3.1 Licensor will, at its expense, indemnify, defend and 3.2, LICENSOR shall defend LICENSEE hold harmless Buyer and (at Buyer’s option) its Authorized Buyer Entities and their respective officers, directors directors, employees, agents and agents representatives (collectively, the collectively “INDEMNITEESBuyer Indemnified Parties”) from and against any claimand all claims, suit or other proceeding (each a “Claim”) actions, proceedings and suits brought or threatened against the INDEMNITEES by a third party to the extent the Claim arises out of or results from party, and any claim that a Licensed Productand all related liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees) (“Claims”), to the extent that the Licensed Product’s manufacture is within the scope arising out of or relating to an allegation of any of the licenses under this Agreement, infringes any patent, and shall settle such Claim and pay the amount of such settlement or, as in the case of suit, pay all damages, expenses and costs (excluding attorneys’ fees) awarded from an unappealable decision of a court of competent jurisdiction. As an express condition precedent to LICENSOR’s obligations under this Section 11.2, the INDEMNITEE mustfollowing: (a) give LICENSOR prompt a Claim that the Licensed Materials or any Licensor Content (excluding Buyer Data) provided by Licensor hereunder or Buyer’s use thereof as permitted under this Agreement infringes or violates any third party’s Proprietary Rights; provided, however, that Licensor shall not be responsible to indemnify Buyer or Buyer Indemnified Parties, to the extent such alleged infringement arises from: (i) items, devices, data, programs, software, hardware or written notice materials specifically supplied by Buyer or Buyer Indemnified Parties; (ii) combinations of the Licensed Materials or any such ClaimLicensor Content with any other items, devices, data, programs, software, hardware or written materials not provided or made accessible by Licensor or not specifically referenced for use with the Licensed Materials by the AWS Marketplace Listing or Documentation; (iii) modifications to the Licensed Materials or Licensor Content not provided by Licensor or its Personnel; (iv) any portion of the Licensed Materials or any Licensor Content (or any modification thereto) that is made by Licensor or its agents according to or in compliance with Buyer’s or Buyer Indemnified Parties’ written designs, specifications, instructions, or the like; (v) use of the Licensed Materials or any Licensor Content by Buyer in breach of this Agreement; or (vi) the failure of Buyer or Buyer Indemnified Parties to use an updated, non-infringing version of the Licensed Materials or any Licensor Content that was made available by Licensor; and (b) grant LICENSOR sole control over the defense and settlement of the Claim, (c) provide LICENSOR with full cooperation for the defense of the Claim, and (d) not enter into any settlement or compromise of such a Claim without LICENSOR’s prior written approval. If such Licensed Product is held to infringe or, in LICENSOR’s opinion, likely to be held to infringe, LICENSOR may, at LICENSOR’s option and expense, (i) procure for the INDEMNITEES the right to continue exercising their rights under this Agreement arising with respect to Licensor’s posting or displaying Licensor Content on the Licensed Product, (ii) replace Software or modify the Licensed Product so it is not infringing, or (iii) if neither (i) nor (ii) are commercially practicable, terminate this Agreement immediately upon written notice. Licensee may participate in the defense or settlement of the Claim with counsel of its choice and at its own expense provided that control of such defense and settlement remains in LICENSOR. THE FOREGOING STATES LICENSOR’S ENTIRE LIABILITY AND THE INDEMNITEES’ EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS WITH RESPECT TO THE LICENSED PRODUCTSServices.

Licensor Indemnity. Subject to the Sections 3.1 Licensor shall indemnify, defend and 3.2, LICENSOR shall defend LICENSEE hold harmless Licensee and its Affiliates, and their respective officers, directors directors, employees, agents, licensors, and agents (collectivelytheir respective successors, the “INDEMNITEES”) heirs and assigns and representatives, from and against any claim, suit or other proceeding (each and all Losses payable to a “Claim”) Third Party based on Claims brought or threatened against the INDEMNITEES by a third party to the extent the Claim arises Third Party arising out of or results from any claim that relating to (a) a Licensed Productbreach of this Agreement by Licensor, to including the extent that representations, warranties and covenants of Licensor set forth in Section 4.1 and/or Article 9, (b) the Licensed Productgross negligence, recklessness or willful misconduct of Licensor or its Affiliates or its or their respective directors, officers, employees and agents, in connection with Licensor’s manufacture is within the scope performance of the licenses its obligations or exercise of its rights under this Agreement, infringes any patent, and shall settle such Claim and pay the amount of such settlement or, as in the case of suit, pay all damages, expenses and costs (excluding attorneys’ fees) awarded from an unappealable decision of a court of competent jurisdiction. As an express condition precedent to LICENSOR’s obligations under this Section 11.2, the INDEMNITEE must: (a) give LICENSOR prompt written notice of any such Claim, (b) grant LICENSOR sole control over the defense and settlement of the Claim, (c) provide LICENSOR with full cooperation personal injury arising out of the conduct by Licensor of any clinical studies for the defense of Licensed Property prior to the ClaimEffective Date, and (d) not enter into any settlement or compromise of such Claim without LICENSOR’s payments for services rendered to Licensor prior written approval. If such to the Effective Date related to the Licensed Product is held to infringe or, in LICENSOR’s opinion, likely to be held to infringe, LICENSOR may, at LICENSOR’s option and expenseProducts, (ie) procure the conduct and close of any existing clinical or other studies involving the Licensed Property not assigned to Licensor under Section 3.3 after the Effective Date; and/or (f) any Development, use, manufacture, or Commercialization of Licensed Reversion Products by Licensor following the reversion thereof to Licensor pursuant to Section 13.4 in the Territory, including any product liability claims and intellectual property infringement claims in the Territory or any personal injury, property damage or other damage in the Territory arising therefrom; except in any such case for Losses and Claims to the INDEMNITEES the right extent reasonably attributable to continue exercising their rights under any breach of this Agreement by Licensee, its Affiliates or SubLicensees, failure of Licensee, its Affiliates or SubLicensees to comply with Applicable Law with respect to its Development or Commercialization of the Licensed Product, (ii) replace or modify the Licensed Product so it is not infringingProducts, or (iii) if neither (i) nor (ii) are commercially practicableLicensee, terminate this Agreement immediately upon written notice. Licensee may participate in its Affiliates or SubLicensees having committed an act or acts of gross negligence, recklessness or willful misconduct, or to the defense or settlement of the Claim with counsel of its choice and at its own expense provided that control of such defense and settlement remains in LICENSOR. THE FOREGOING STATES LICENSOR’S ENTIRE LIABILITY AND THE INDEMNITEES’ EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS WITH RESPECT TO THE LICENSED PRODUCTSextent Licensor has an indemnification obligation to Licensor pursuant to Section 12.1.

Licensor Indemnity. Subject to the Sections 3.1 Licensor, at its own expense, will indemnify, defend and 3.2hold harmless Yahoo, LICENSOR shall defend LICENSEE its Affiliates and its officerstheir employees, directors and agents (collectivelyrepresentatives, the “INDEMNITEES”) agents, from and against any judgment, loss, damage, liability, cost or expense (including reasonable attorneys' fees) arising from any third party claim, suit brought against Yahoo or its Affiliates alleging that (1) the Licensor Content as delivered to Yahoo, (2) any material contained on the Yahoo Cobranded Pages (other than the Yahoo Brand Features), (3) any Licensor Brand Feature licensed to Yahoo hereunder or (4) or any material, including, without limitation, software, included on or downloadable from Licensor Site that is full text of articles excerpted or headlined on the Yahoo Cobranded Pages or is specifically referenced on the Yahoo Cobranded Pages (including those shareware files or other proceeding (each software available for download either via a “Claim”) brought download button on the Yahoo Cobranded Pages or threatened against which are specifically referred to on the INDEMNITEES by a Yahoo Cobranded Pages), infringes in any manner any Intellectual Property Right of any third party or contains any material or information that is obscene, defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or contains any virus; PROVIDED, HOWEVER, that Licensor shall have no obligation to the extent the Claim arises out of or results from any claim that a Licensed Product, to the extent that the Licensed Product’s manufacture is within the scope of the licenses indemnify under this Agreement, infringes any patent, and shall settle such Claim and pay the amount of such settlement or, as in the case of suit, pay all damages, expenses and costs (excluding attorneys’ fees) awarded from an unappealable decision of a court of competent jurisdiction. As an express condition precedent to LICENSOR’s obligations under this Section 11.2, the INDEMNITEE mustsection unless: (ax) give LICENSOR Yahoo provides Licensor with prompt written notice of any such Claim, claim; (b) grant LICENSOR sole y)Yahoo permits Licensor to assume and control over the defense and settlement of the Claim, (c) provide LICENSOR with full cooperation for the defense of the Claimsuch action, with counsel chosen by Licensor (who shall be reasonably acceptable to Yahoo); and (dz) Licensor does not enter into any settlement or compromise of any such Claim claim without LICENSOR’s Yahoo's prior written approvalconsent, which consent shall not be unreasonably withheld. If Licensor will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Yahoo or an Affiliate in connection with or arising from any such Licensed Product claim, suit, action or proceeding. It is held understood and agreed that Yahoo does not intend and will not be required to infringe or, in LICENSOR’s opinion, likely to be held to infringe, LICENSOR may, at LICENSOR’s option and expense, (i) procure edit or review for the INDEMNITEES the right to continue exercising their rights under this Agreement with respect to the Licensed Product, (ii) replace accuracy or modify the Licensed Product so it is not infringing, or (iii) if neither (i) nor (ii) are commercially practicable, terminate this Agreement immediately upon written notice. Licensee may participate in the defense or settlement of the Claim with counsel of its choice and at its own expense provided that control of such defense and settlement remains in LICENSOR. THE FOREGOING STATES LICENSOR’S ENTIRE LIABILITY AND THE INDEMNITEES’ EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS WITH RESPECT TO THE LICENSED PRODUCTSappropriateness any Licensor Content.

Licensor Indemnity. Subject to the Sections 3.1 and 3.2Section 4.5, LICENSOR Licensor shall defend LICENSEE Licensee and its Affiliates and their respective stockholders, officers, directors directors, employees, agents, successors and agents (collectively, the “INDEMNITEES”) from and assigns against any third party claim, suit or other proceeding (each a collectively, “ClaimAction”) brought alleging that the Licensor Process Technology, PDK IP or threatened against Durable Marks or their use in accordance with this Agreement, solely unmodified in the INDEMNITEES form provided by a Licensor and used solely as contemplated herein, infringes or misappropriates any third party Intellectual Property Rights, subject to the limitations hereinafter set forth. Licensor will have sole control of any such Action or settlement negotiations, and Licensor agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Licensee in any such Action defended by Licensor excluding any amount thereof that is not attributable to infringement or misappropriation resulting from the use of Licensor Process Technology, PDK IP or Durable Marks in the form provided by Licensor and used solely as contemplated herein. Notwithstanding the foregoing, Licensor shall have no obligation to defend or settle any Action or to pay any judgment or other amounts to the extent the Claim arises out of arising from (i) any Improvement or results from any claim that a Licensed Product, to the extent that the Licensed Product’s manufacture is within the scope modification of the licenses under this Agreement, infringes Licensor Process Technology or PDK IP not made by Licensor; or (ii) any patent, and shall settle such Claim and pay combination of the amount Licensor Process Technology or PDK IP with technology or other items not provided by Licensor. Licensee agrees that Licensor will be relieved of the foregoing obligations if Licensee fails to (i) notify Licensor promptly in writing of such settlement or, as in the case of suit, pay all damages, expenses Action and costs (excluding attorneys’ fees) awarded from an unappealable decision of a court of competent jurisdiction. As an express condition precedent to LICENSOR’s obligations under this Section 11.2, the INDEMNITEE must: (a) give LICENSOR prompt written notice of any such Claim, (b) grant LICENSOR sole control over the defense and settlement of the Claim, (c) provide LICENSOR with full cooperation for failure prejudices the defense of the Claim, and (d) not enter into any settlement or compromise of such Claim without LICENSOR’s prior written approval. If such Licensed Product is held to infringe or, in LICENSOR’s opinion, likely to be held to infringe, LICENSOR may, at LICENSOR’s option and expense, (i) procure for the INDEMNITEES the right to continue exercising their rights under this Agreement with respect to the Licensed ProductAction, (ii) replace or modify give Licensor authority to proceed with sole control of the Licensed Product so it is not infringingAction as contemplated herein, or (iii) if neither (i) nor (ii) are commercially practicable, terminate this Agreement immediately upon give Licensor proper and full information and assistance in order to settle and/or defend any such Action. Licensor will not be liable for any costs or expenses incurred without its prior written noticeauthorization. Licensee may shall have the right to participate with Licensee’s own counsel at Licensee’s sole expense in the defense of any claim against Licensee and Licensor shall not settle any such claim or settlement take any action in prejudice to Licensee’s interests without Licensee’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of any Action, Licensor shall have the right to (a) modify the Licensor Process Technology or PDK IP to avoid the alleged infringement, provided such modifications do not result in any material loss of functionality to the Licensee of the Claim with counsel of its choice and at its own expense provided that control of such defense and settlement remains in LICENSOR. THE FOREGOING STATES LICENSOR’S ENTIRE LIABILITY AND THE INDEMNITEES’ EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS WITH RESPECT TO THE LICENSED PRODUCTSLicensor Process Technology or PDK IP, or (b) obtain any necessary license or other right to enable Licensee to continue to use the Licensor Process Technology or PDK IP substantially as contemplated herein without infringement.