Common use of BY INSTITUTE Clause in Contracts

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.

BY INSTITUTE. The 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 the 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 the INSTITUTE in writing of the claim, and the INSTITUTE shall have sole control of the defense and all related settlement negotiations, and TIC shall provide the INSTITUTE complete information concerning the claim but any failure to provide prompt notice or information shall not impair TIC's ’s rights to indemnification hereunder except to the extent that such failure has materially prejudiced or materially delayed the INSTITUTE in defense of its claim. The INSTITUTE shall have the right to assume the defense of any claim against TIC in connection with such violation or infringement. After notice from the INSTITUTE to TIC of election to assume the defense thereof, the 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 the INSTITUTE, in which event such legal or other expenses shall be borne by the INSTITUTE. TIC shall, however, have the right to participate in the defense and settlement of such claim being defended by the INSTITUTE through separate counsel at TIC's ’s expense. TIC shall not be subject to any liability or restriction under any settlement entered into by the INSTITUTE without TIC's ’s prior written approval.

BY INSTITUTE. The INSTITUTE will defend TIC TIS against a claim that an TIC TIS Product supplied hereunder infringes a U.S. or foreign patent or copyright, or other proprietary right of a third party, and the INSTITUTE will indemnify TIC TIS and hold it harmless from and against any loss, liability and any costs, expenses and reasonable attorneys' ’ fees finally awarded. TIC TIS shall prompt notify the INSTITUTE in writing of the claim, and the INSTITUTE shall have sole control of the defense and all related settlement negotiations, and TIC TIS shall provide the INSTITUTE complete information concerning the claim but any failure to provide prompt notice or information shall not impair TIC's TIS’s rights to indemnification hereunder except to the extent that such failure has materially prejudiced or materially delayed the INSTITUTE in defense of its claim. The INSTITUTE shall have the right to assume the defense of any claim against TIC TIS in connection with such violation or infringement. After notice from the INSTITUTE to TIC TIS of election to assume the defense thereof, the INSTITUTE will not be liable to TIC TIS for any legal or other expenses subsequently incurred by TIC TIS in connection with the defense thereof other than reasonable costs of investigation, unless incurred at the written request of the INSTITUTE, in which event such legal or other expenses shall be borne by the INSTITUTE. TIC TIS shall, however, have the right to participate in the defense and settlement of such claim being defended by the INSTITUTE through separate counsel at TIC's TIS’s expense. TIC TIS shall not be subject to any liability or restriction under any settlement entered into by the INSTITUTE without TIC's TIS’s prior written approval.