Common use of Product Liability Indemnification Clause in Contracts

Product Liability Indemnification. 16.1 Freescale will defend, at its expense, any suits against Motorola based upon a claim by a third party that a material defect in any Product furnished by Freescale under this Agreement caused death or bodily injury to any person and to pay costs and damages finally awarded based upon such claim in any such suit; provided that Freescale is: (1) promptly notified by Motorola in writing as soon as reasonably practicable after Motorola first became aware of the claim, but in no event later than 15 days after the date on which Motorola first received notice of such claim; and (2) at Freescale’s request and expense, given sole control of the suit and all requested assistance for defense of same. Freescale will not be liable for any settlement made without its written consent. 16.2 This indemnity does not extend to any suit based upon death or bodily injury arising from Product(s) furnished by Freescale that are: (1) altered in any way by Motorola or any third party if the alleged death or bodily injury would not have occurred but for such alteration; (2) combined with any other products or elements not furnished by Freescale if the alleged death or bodily injury would not have occurred but for such combination; or (3) designed and/or manufactured in accordance with Motorola’s designs, specifications, or instructions if the alleged death or bodily injury would not have occurred but for such designs, specifications or instructions. 16.3 THE INDEMNITY PROVIDED IN THIS SECTION IS THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF FREESCALE AND THE REMEDIES PROVIDED IN THIS SECTION WILL BE MOTOROLA’S EXCLUSIVE REMEDIES AGAINST FREESCALE FOR CLAIMS BY THIRD PARTIES FOR DEATH OR BODILY INJURY AND IS PROVIDED IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN REGARD THERETO.

Product Liability Indemnification. 16.1 Freescale will defend, [***] Denotes Confidential Treatment Requested Motorola agrees to defend at its expense, any suits claims against Motorola Distributor, which are based upon a claim by a third party party, that a material defect in any Product Products furnished hereunder by Freescale under this Agreement Motorola caused death or bodily injury to any person and to pay costs and damages finally awarded based upon such claim in any such suit; provided that Freescale Motorola is: (1i) promptly notified by Motorola Distributor in writing as soon as reasonably practicable after Motorola first became aware of the claim, but in no event later than within 15 days after of the date on which Motorola Distributor first received notice of the claim (provided that Distributor's failure to timely notify Motorola of any such claimclaim shall not excuse Motorola from its obligation to indemnify Distributor hereunder unless such delay has caused Motorola to suffer specific and irreparable prejudice); and (2ii) at Freescale’s Motorola's request and expense, expense is given sole control of the suit and all requested assistance for defense of same. Freescale will Motorola shall not be liable for any settlement made without its written consent. 16.2 . Motorola may settle such suit without the written consent of Distributor if, and only if, such settlement will not result in any cost or expense to Distributor and will not result in a judgement of any sort being entered against Distributor. This indemnity does not extend to any suit suits based upon death or bodily injury arising from Product(s) Products furnished by Freescale Motorola that are: (1i) altered in any way by Motorola Distributor or any third party if the alleged death or bodily injury would not have occurred but for such alteration; (2ii) combined with any other products or elements not furnished by Freescale Motorola if the alleged death or bodily injury would not have occurred but for such combination; : or (3iii) designed and/or manufactured in accordance with Motorola’s Distributor's designs, specifications, or instructions if the alleged death or bodily injury to any person or damage to any property would not have occurred but for such designs, specifications or instructionsinstruction. This indemnity does not extend to any suits or claims based upon death or bodily injury to any person or damage to any property, where the event or exposure which allegedly caused the injury occurred prior to the Effective Date of this Agreement. The indemnity provided in this section is the sole, exclusive, and entire liability of Motorola and the remedies provided in this section shall be Customer's exclusive remedies against Motorola for claims by third parties for death or bodily injury and is provided in lieu of all warranties, express, implied or statutory in regard thereto. 16.3 THE INDEMNITY PROVIDED IN THIS SECTION IS THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF FREESCALE AND THE REMEDIES PROVIDED IN THIS SECTION WILL BE MOTOROLA’S EXCLUSIVE REMEDIES AGAINST FREESCALE FOR CLAIMS BY THIRD PARTIES FOR DEATH OR BODILY INJURY AND IS PROVIDED IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN REGARD THERETO.