Required Procedures. Freescale will have no obligation to defend or indemnify Motorola unless Motorola: (A) promptly notifies Freescale in writing as soon as reasonably practicable after Motorola first becomes aware of the Claim, but in no event later than 30 days after Motorola first receives notice of the Claim; and (B) gives Freescale sole control of the Claim and all requested assistance for resolving the Claim or defending the Suit. Freescale will not be liable for the settlement of a Claim made without Freescale’s prior written consent unless Freescale breaches its duty to defend hereunder. If any suit against Motorola involves a Claim as well as other claims against Motorola, Freescale will nonetheless be fully responsible for defending, indemnifying and holding Motorola harmless from the Claim(s), and will provide reasonable cooperation to Motorola’s counsel with respect to the other claims asserted in such suit. If a Claim is asserted prior to completion of delivery of the Product, Freescale may decline to make further shipments.
Appears in 4 contracts
Samples: Purchase and Supply Agreement, Semiconductor Purchase Agreement (Freescale Semiconductor Inc), Semiconductor Purchase Agreement (Motorola Inc)
Required Procedures. Freescale Motorola will have no obligation to defend or indemnify Motorola Freescale unless MotorolaFreescale:
(A) promptly notifies Freescale Motorola in writing as soon as reasonably practicable after Motorola Freescale first becomes aware of the Claim, but in no event later than 30 days after Motorola Freescale first receives notice of the Claim; and
(B) gives Freescale Motorola sole control of the Claim and all requested assistance for resolving the Claim or defending the Suit. Freescale Motorola will not be liable for the settlement of a Claim made without FreescaleMotorola’s prior written consent consent, unless Freescale Motorola breaches its duty to defend hereunder. If any suit against Motorola Freescale involves a Claim as well as other claims against MotorolaFreescale, Freescale Motorola will nonetheless be fully responsible for defending, indemnifying and holding Motorola Freescale harmless from the Claim(s), and will provide reasonable cooperation to MotorolaFreescale’s counsel with respect to the other claims asserted in such suit. If a Claim is asserted prior to completion of delivery of the Product, Freescale may decline to make further shipments.
Appears in 4 contracts
Samples: Purchase and Supply Agreement, Semiconductor Purchase Agreement (Freescale Semiconductor Inc), Semiconductor Purchase Agreement (Motorola Inc)
