Lukka Indemnity Sample Clauses

Lukka Indemnity. Lukka shall indemnify and defend Customer, Customer’s affiliates, and its and their officers, directors, employees, agents and licensors (collectively, the “Customer Indemnified Parties”), against all Losses that may arise directly or indirectly in connection with or related to any third party claim to the extent that such third party claim is based upon a claim that the Lukka Offerings or any portion thereof infringes or violates such third party’s Intellectual Property Rights, provided, however, that if the Lukka Offerings or any component thereof, is, or in Lukka’s reasonable opinion, is likely to be, enjoined due to the type of infringement specified in this Section 10.2, or if required by settlement, then Lukka may, at its sole discretion, (i) modify the Lukka Offerings, or any portion thereof in a manner that reasonably provide functionality that is substantially similar and fully enables Customer to operate its business as needed to the Lukka Offerings prior to the infringement claim; (ii) obtain a license from such third party to permit Customer to continue to use the Lukka Offerings; or (iii) terminate this Agreement. Lukka, in defending any such claim, action or proceeding, except with the written consent of the Customer Indemnified Parties, shall not consent to entry of any judgment or enter into any settlement which (i) does not include, as an unconditional term, the grant by the claimant to the Customer Indemnified Parties of a release of all liabilities in respect to such claim, action, or proceeding; or (ii) otherwise adversely affects the rights of the Customer Indemnified Parties. Notwithstanding the foregoing, Lukka shall have no obligation under this Section 10.2 for or with respect to any claims, actions, or demands alleging infringement that arise as a result of any modification or revision made to the Lukka Offerings by Customer or Customer’s use of the Lukka Offerings combined with any items not supplied by Lukka.