Common use of By Pixalate Clause in Contracts

By Pixalate. Pixalate shall defend Client and its directors, officers and employees (collectively, the “Client Indemnitees”) against any Third Party claims, actions, demands, proceedings and suits against any Client Indemnitee (“Client Indemnitee Claims”) and indemnify Client Indemnitees for all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by such Client Indemnitees arising out of any Client Indemnitee Claims, to the extent such Client Indemnitee Claims allege that Pixalate Materials infringe or misappropriate any U.S. patent issued prior to the Effective Date, copyright, or trade secret. Client will: (a) promptly notify Pixalate in writing of the Client Indemnitee Claim; (b) grant Pixalate sole control of the defense and settlement of the Client Indemnitee Claim; and (c) provide Pixalate, at Pixalate’s reasonable cost and expense, with all assistance, information and authority reasonably required for the defense and settlement of the Client Indemnitee Claim. Pixalate will not enter into a settlement of any Client Indemnitee Claim that would result in liability to, or adversely affect the rights of, Client without Client’s prior written consent, which Client shall not delay or withhold unreasonably.

By Pixalate. Pixalate shall defend Client and its directors, officers and employees (collectively, the “Client Indemnitees”) against any Third Party claims, actions, demands, proceedings and suits against any Client Pixalate Indemnitee (“Client Indemnitee Claims”) and indemnify Client Indemnitees for all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by such Client Indemnitees Indemnities arising out of any Client Indemnitee Claims, to the extent such Client Indemnitee Claims allege that Pixalate Materials infringe or misappropriate any U.S. patent issued prior to the Effective Date, copyright, or trade secret. Client will; provided that Client: (a) promptly notify notifies Pixalate in writing of the Client Indemnitee Claim; (b) grant grants Pixalate sole control of the defense and settlement of the Client Indemnitee Claim; and (c) provide provides Pixalate, at Pixalate’s reasonable cost and expense, with all assistance, information and authority reasonably required for the defense and settlement of the Client Indemnitee Claim. Pixalate will not enter into a settlement of any Client Indemnitee Claim that would result in liability to, or adversely affect the rights of, to Client without Client’s prior written consent, which Client shall not delay or withhold unreasonably.

By Pixalate. Pixalate shall defend Client and its directors, officers and employees (collectively, the “Client Indemnitees”) against any Third Party claims, actions, demands, proceedings and suits against any Client Indemnitee (“Client Indemnitee Claims”) and indemnify Client Indemnitees for all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by such Client Indemnitees Indemnities arising out of any Client Indemnitee Claims, to the extent such Client Indemnitee Claims allege that Pixalate Materials infringe or misappropriate any U.S. patent issued prior to the Effective Date, copyright, or trade secret. Client will; provided that Client: (a) promptly notify notifies Pixalate in writing of the Client Indemnitee Claim; (b) grant grants Pixalate sole control of the defense and settlement of the Client Indemnitee Claim; and (c) provide provides Pixalate, at Pixalate’s reasonable cost and expense, with all assistance, information and authority reasonably required for the defense and settlement of the Client Indemnitee Claim. Pixalate will not enter into a settlement of any Client Indemnitee Claim that would result in liability to, or adversely affect the rights of, to Client without Client’s prior written consent, which Client shall not delay or withhold unreasonably.