Common use of Parent’s Indemnity Clause in Contracts

Parent’s Indemnity. (a) Parent shall indemnify and hold harmless Licensee, Permitted Sublicensees and their respective directors, officers, agents, representatives and employees (“Licensee Indemnified Parties”) from and against any and all Damages asserted against or incurred by the Licensee Indemnified Parties, arising out of any claim or suit involving an allegation of trademark infringement involving use of the XX Xxxxx in accordance with this Agreement. (b) Licensee shall give Parent reasonable notice within thirty (30) days of all claims, actions and suits subject to the indemnity in Section 9.9(a) to the extent it becomes aware of the same, and grant Parent the right to select counsel and settle or control such claim or suit at Parent’s expense; provided, that, in the event such suit or claim has, or has the reasonable potential to, materially impact the SpinCo Business (excluding any Former SpinCo Business) or Licensee’s ability to exercise its rights under the Agreement, Licensee shall have the right, at Licensee’s sole cost and expense, to participate in such claim or suit. If Xxxxxx decides not to take action with respect to such claims, Licensee may, upon Xxxxxx’s prior written approval, to be provided in Parent’s sole discretion, pursue such claim on its own at its sole cost and expense. Parent shall be permitted to participate and provide input in such matters, and Licensee must obtain prior written approval from Parent, to be provided in Parent’s sole discretion, prior to settling or otherwise resolving any such claims.

Parent’s Indemnity. (a) Parent shall indemnify and hold harmless Licensee, Permitted Sublicensees and their respective directors, officers, agents, representatives and employees (“Licensee Indemnified Parties”) from and against any and all Damages asserted against or incurred by the Licensee Indemnified Parties, arising out of any claim or suit involving an allegation of trademark infringement involving use of the XX Xxxxx in accordance with this Agreement; provided, that neither Parent nor any of its Affiliates shall have or be subject to any liability or indemnification obligation to the Licensee Indemnified Parties or any other Person arising from the ownership, validity, application to register, registration, enforcement, licensing or use, as applicable, of the Vernova Marks, “GEV” or, other than with respect to the XX Xxxxx portion thereof as expressly provided in this Section 9.10(a), the Combined Mark. (b) Licensee shall give Parent reasonable notice within thirty (30) days of all claims, actions and suits subject to the indemnity in Section 9.9(a9.10(a) to the extent it becomes aware of the same, and grant Parent the right to select counsel and settle or control such claim or suit at Parent’s expense; provided, that, that in the event such suit or claim has, or has the reasonable potential to, materially impact the SpinCo Business (excluding any Former SpinCo Business) or Licensee’s ability to exercise its rights under the Agreement, Licensee shall have the right, at Licensee’s sole cost and expense, to participate in such claim or suit. If Xxxxxx decides not to take action with respect to such claims, Licensee may, upon Xxxxxx’s prior written approval, to be provided in Parent’s sole discretion, pursue such claim on its own at its sole cost and expense. Parent shall be permitted to participate and provide input in such matters, and Licensee must obtain prior written approval from Parent, to be provided in Parent’s sole discretion, prior to settling or otherwise resolving any such claims.