By Stratus. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Stratus will indemnify and hold harmless Xxxxxxx, its members, managers, officers, employees and agents and each Person, if any, who controls Xxxxxxx within the meaning of the Securities Act and the Exchange Act, and its members, managers, officers, employees or agents (collectively, the “Xxxxxxx Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees and expenses) (collectively, “Losses”), joint or several, to which such Xxxxxxx Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Xxxxxxx Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that Stratus will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Xxxxxxx Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that Xxxxxxx will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in ful...
By Stratus. Stratus agrees to defend NEC and its Affiliates against, and pay the amount of any adverse final judgment (or settlement) resulting from a third party claim, that the Stratus Licensed Technology (excluding Third Party Software) infringes any patent, copyright or trade secret, provided Stratus is notified promptly in writing of the claim and has the sole control of the defense and settlement of said claim and that NEC provides Stratus reasonable assistance in the defense of any such claim. Stratus shall have no liability for indemnification respecting any claim that is based on or arises out of (i) the combination of the Stratus Licensed Technology with products or services not provided by Stratus, (ii) adaptations or modification of the Stratus Licensed Technology not made by Stratus, (iii) Stratus’ compliance with NEC’s designs, specifications or requirements, or (iv) any use by NEC or its Affiliates of the Stratus Licensed Technology in a manner not contemplated by this Agreement. The foregoing states Stratus’ entire liability for the infringement by Stratus Licensed Technology of a third party patent, copyright, or trade secret. Stratus shall have no liability for indemnification hereunder respecting any claim that is based on or arises out of the Jointly Developed Technology or NEC Licensed Technology or is otherwise attributable to NEC.
