BY INSTITUTE Sample Clauses
BY INSTITUTE. INSTITUTE will defend TIC against a claim that an TIC Product supplied hereunder infringes a U.S. or foreign patent or copyright, or other proprietary right of a third party, and INSTITUTE will indemnify TIC and hold it harmless from and against any loss, liability and any costs, expenses and reasonable attorneys' fees finally awarded. TIC shall prompt notify INSTITUTE in writing of the claim, and INSTITUTE shall have sole control of the defense and all related settlement negotiations, and TIC shall provide INSTITUTE complete information concerning the claim but any failure to provide prompt notice or information shall not impair TIC's rights to indemnification hereunder except to the extent that such failure has materially prejudiced or materially delayed INSTITUTE in defense of its claim. INSTITUTE shall have the right to assume the defense of any claim against TIC in connection with such violation or infringement. After notice from INSTITUTE to TIC of election to assume the defense thereof, INSTITUTE will not be liable to TIC for any legal or other expenses subsequently incurred by TIC in connection with the defense thereof other than reasonable costs of investigation, unless incurred at the written request of INSTITUTE, in which event such legal or other expenses shall be borne by INSTITUTE. TIC shall, however, have the right to participate in the defense and settlement of such claim being defended by INSTITUTE through separate counsel at TIC's expense. TIC shall not be subject to any liability or restriction under any settlement entered into by INSTITUTE without TIC's prior written approval.
a. INSTITUTE shall have no obligation to TIC under this Section if any claimed infringement is based upon: (i) use of any Mapping Technology delivered hereunder in connection or in combination with equipment, software or devices not supplied by INSTITUTE; (ii) TIC's use of a Mapping Technology in the practicing of any process or in a manner for which the Mapping Technology was not designed; or (iii) INSTITUTE's compliance with TIC's designs, specifications or instructions. TIC shall indemnify and hold INSTITUTE harmless from and against any loss, cost or expense suffered or incurred in connection with any suit, claim or proceeding brought against INSTITUTE so far as it is based on a claim that the manufacture or sale of any Mapping Technology delivered hereunder which has been either (1) modified, altered or combined with any product, software, or device not suppl...
BY INSTITUTE. Institute shall indemnify, defend and hold NTI and its directors, officers, employees, and Affiliates harmless from and against any and all Damages incurred or suffered by each of them (excluding incidental or consequential Damages suffered or incurred by NTI directly (as opposed to incidental or consequential Damages suffered or incurred by Third Parties who are, in turn, seeking the same from NTI, which shall be covered by the indemnity set forth herein)) as a consequence of Claims based upon:
(a) a breach of any of Institute’s representations, warranties, or obligations contained in this Agreement; or
(b) the recklessness or willful misconduct of Institute, its Affiliates, or the employees or agents of Institute or its Affiliates. Institute’s indemnification obligations under this Section 9.2 shall not apply to the extent that the applicable Claim arises out of or results from (i) a breach of any of NTI’s representations, warranties, or obligations contained in this Agreement; or (ii) the negligence, gross negligence, or intentional misconduct of NTI or its Affiliates or Sublicensees, or the employees or any Third Party acting on behalf of NTI or its Affiliates or Sublicensees.
BY INSTITUTE. If this Agreement expires under Section 10.1(a) because Ideaya did not exercise its Option, or if Institute terminates this Agreement pursuant to Section 10.2, then: (i) the licenses granted to Ideaya under Section 2.4 will terminate; and (ii) Ideaya shall, and hereby does, grant to Institute an exclusive, worldwide, Sublicense Revenue-bearing license (as described in Section 3.2(e)), with the right to grant sublicenses, under the Ideaya Project IP and under Ideaya’s interest in any Joint Invention Patents to Research, Develop, Manufacture, use, sell, offer for sale, have sold, distribute, import, export and otherwise Commercialize Licensed Products in the Field in the Territory. In circumstances where the license to CRT under this Section 10.4(a) arises, CRT may at any time require Ideaya Project IP to be [***].
BY INSTITUTE. Subject to the terms and conditions of this Article 7, Institute hereby agrees to indemnify, defend and hold harmless Buyer, and its directors, officers, employees, agents and controlled and controlling persons (hereinafter "Buyer's affiliates"), from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's affiliates, the Business or the Purchased Assets, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of Institute contained in or made pursuant to this Agreement; (b) the breach of any covenant of Institute contained in this Agreement; (c) any Claim against Buyer or the Purchased Assets relating to any product or service warranty, rework, return or refund Liabilities of Institute or the Business on products produced, or services rendered, by Institute prior to the Closing Date; or (d) any Claim of or against Buyer, the Purchased Assets or Institute not specifically assumed by Buyer pursuant hereto. As used in this Article 7, the term "Claim" shall include (i) all Liabilities; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.