By Philips Sample Clauses

By Philips. Philips shall indemnify, defend and hold harmless SPE, its Affiliates and their respective directors, officers, agents and employees (the “SPE Indemnitees”) from and against any and all claims, damages, liabilities, costs, expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the SPE Indemnitees, arising from this Agreement (i) to the extent based on a proven defect of a FOSSL System sold by Philips or its present or future Affiliates or (ii) for bodily injury including pain and suffering, death and tangible property damage arising from this Agreement to the extent based on: (a) the breach by Philips of this Agreement; (b) the negligence or willful misconduct of Philips or its Affiliates, (c) the violation of applicable law by [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION CONFIDENTIAL TREATMENT REQUESTED EXECUTION COPY Philips Medical Systems or its Affiliates; except to the extent for which SPE is required to indemnify, defend and hold harmless Philips pursuant to Section 10.2; and all limited to the extent the claims are related to this Agreement and connected to FOSSL Technology.
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By Philips. Philips represents and warrants that: (i) for so long as Philips is manufacturing the Philips-branded TiVo Stand-alone Boxes and DTV Combination Boxes, Philips shall manufacture or have manufactured, such Boxes in accordance with the respective Specifications of such Philips-branded TiVo Stand-alone Boxes and DTV Combination Boxes; and (ii) such Boxes will perform in substantial accordance with such Specifications. In the event of breach of this warranty, Philips shall repair or replace such Boxes for the benefit of the purchasers of such Boxes.
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By Philips. From and after the Closing, Philips shall indemnify, defend and hold harmless Xxxxxx, its Affiliates and their respective directors, officers, agents and employees (the “Xxxxxx Indemnitees”) from and against any and all claims, damages, liabilities, costs, expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the Xxxxxx Indemnitees, arising from [***]
Sample 1
By Philips. Philips shall indemnify WhoVision against all third party claims arising out of the infringement of any third party copyright or trade secret right by the Licensed Philips Information. WhoVision shall promptly notify Philips of such claim. WhoVision shall give Philips sole control of the defense or settlement of such claim. WhoVision shall provide reasonable assistance and full information with respect to such claim at Philips's expense. The Philips Corporate Patents Department is prepared to assist WhoVision in the defense of claims filed against WhoVision by third parties alleging that products developed and/or sold on the basis of the technology which is the subject of the patent license mentioned in Section 3.1 infringe upon the patents of those third parties. Such assistance will be at Philips' expense if it relates to a claim that the Xxxxxx 1 or 2 Specification would necessarily cause one or more Licensed Products to infringe on patents of third parties.
Sample 1
By Philips. Philips retains all right, title and interest in ---------- the Licensed Software and the Documentation, including all parts thereof and any copies, in whole or in part, subject only to prior commitments and the licenses granted under the terms of this Agreement. One Voice agrees to execute (in recordable form where appropriate) any instruments and/or documents as Philips may reasonably request to verify and maintain Philips' ownership rights in the foregoing, or to transfer any part of the same which may vest in One Voice for any reason. One Voice shall not exceed the scope of the licenses granted in this Section 2 and shall not reverse engineer, decompile, disassemble or otherwise attempt to learn any source code, structure, algorithms or ideas underlying the Licensed Software, nor shall it modify, translate or create derivative works based on the Licensed Software except as part of One Voice's authorized use of the Licensed Software as provided in Section 2.1.
Sample 1
By Philips. Philips shall indemnify, defend and hold harmless SPE, its Affiliates and their respective directors, officers, agents and employees (the “SPE Indemnitees”) from and against any and all claims, damages, liabilities, costs, expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the SPE Indemnitees, arising from [***]
Sample 1
By Philips. From and after the Closing, Philips shall indemnify, defend and hold harmless Hanxxx, xts Affiliates and their respective directors, officers, agents and employees (the “Hanxxx Xxdemnitees”) from and against any and all claims, damages, liabilities, costs, [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED EXECUTION COPY expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the Hanxxx Xxdemnitees, arising from this Agreement (i) to the extent based on a proven defect of a FOSSL System sold by Philips or its present or future Affiliates or (ii) for bodily injury including pain and suffering, death and tangible property damage arising from this Agreement to the extent based on: (a) the breach by Philips of this Agreement; (b) the negligence or willful misconduct of Philips or its Affiliates, (c) the violation of applicable law by Philips Medical Systems or its Affiliates; except to the extent for which Hanxxx xx required to indemnify, defend and hold harmless Philips pursuant to Section 11.2; and all limited to the extent the claims are related to this Agreement and connected to FOSSL Technology.
Sample 1
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