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.

Parent’s Indemnity. (a) The Parent shall indemnify and hold save the Seller and its Affiliates 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 Losses suffered or incurred by the Licensee Indemnified Parties, Seller or its Affiliates as a result of or arising directly or indirectly out of or in connection with: (a) any claim breach by the Parent of, or suit involving an allegation of trademark infringement involving use any inaccuracy of, any representation or warranty of the XX Xxxxx Parent contained in accordance with this Agreement.Agreement or in any agreement, certificate, exhibit or other document delivered pursuant hereto; (b) Licensee shall give any breach or non-performance by the Parent reasonable notice within thirty of any covenant to be performed by it which is contained in this Agreement or in any agreement, certificate, exhibit or other document delivered pursuant hereto; (30c) days any fraud or intentional misrepresentation by the Parent; (1) any information or statement, contained in any Offering Document, which at the time and in light of all claimsthe circumstances under which it was made contains or is alleged to contain a misrepresentation; (2) any untrue statement or alleged untrue statement of a material fact contained in an Offering Document, actions and suits subject or (3) the omission or alleged omission to state in any Offering Document a material fact required to be stated therein or necessary to make the indemnity statements therein not misleading; provided, however, that the Parent will not be liable in Section 9.9(a) any such case to the extent it becomes aware but only to the extent that any such Losses arise out of or are based upon any such misrepresentation, untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with Seller Information; (e) any order made or inquiry, investigation or proceeding commenced or threatened by any securities regulatory authority, stock exchange or by any other competent authority or any change of law or the interpretation or administration thereof which prevents or restricts the trading in or the sale of the same, and grant Parent the right to select counsel and settle or control such claim or suit at Parent’s expensesecurities or the distribution of the Parent Shares in any jurisdiction; providedand (f) the non-compliance or alleged non-compliance by the Parent with any of the Applicable Securities Laws relating to or connected with the distribution of the Parent Shares, that, in including 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 non-compliance with any statutory requirement 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 make any such claimsdocument available for inspection.