Company Indemnification Obligations. (a) We will defend You against a third-party claim that Your valid use of Our Software in accordance with this Agreement infringes a third party’s patent, copyright, or registered trademark, when such claim is asserted against the Software alone, and not in combination with non-Company product or service, or solely a combination of Our Software (“Third- Party Claim”). We will indemnify You against any final judgement entered by a court of competent jurisdiction or any settlements arising out of the Third-Party Claim, subject to Section 10.2 (b) below.
Company Indemnification Obligations. Company agrees to indemnify, hold harmless and defend at its own expense any liability or cost associated with any claim, suit, or action (collectively, “Claims”) asserted or brought against Conexant, a Conexant Spin-off, or any of their respective Affiliates and subsidiaries, and their officers, directors, employees, agents, and representatives by a third party to the extent that such Claim alleges that Company’s use of technology, equipment, processes, or methods to manufacture the Wafers or provide the Probe Services infringes upon any patent, copyright, or any other intellectual property right (a “Company Infringement Claim”). Company will pay such damages awarded against Conexant by a court of competent jurisdiction, or agreed to in a monetary settlement of any such Claim by Company, to the extent that such damages are directly attributable to a Company Infringement Claim. Company’s indemnification obligation hereunder will not apply to Company Infringement Claims alleging infringement by any technology, equipment, processes, or methods that were (a) in use by Company upon the Effective Date; or (b) provided by Conexant to Company. For the avoidance of doubt, if Company modifies, improves, or combines any such technology equipment, processes, or methods, the foregoing indemnification obligation will apply to the extent that Company Infringement Claims are directed at the modifications, improvements, or combinations, except for modifications, improvements, or combinations performed at the direction of Conexant or its Affiliates.
Company Indemnification Obligations. (a) We will indemnify and defend You and your Affiliates, and their officers, directors, and employees against any third-party claims asserted in a Covered Country against You in a suit or action if: (i) the claim is for patent infringement or copyright infringement, or for Our trade secret misappropriation; and (ii) the claim is asserted against the Cloud Services alone and not in combination with any non-Company product or service.
Company Indemnification Obligations. Company will unconditionally indemnify, and defend McAfee, its Affiliates, and their officers, directors, employees, contractors and agents (each a McAfee Indemnified Party) against any claims, liabilities and expenses (including court costs and reasonable attorneys' fees) that a McAfee Indemnified Party incurs as a result of or in connection with:
Company Indemnification Obligations. 41 49 (a) Tyler and Sub agree that all rights to indemnification existing in favor of the present or former directors, officers, employees, fiduciaries and agents of the Company or any Company Subsidiary (collectively, the "D&O Indemnified Parties") as provided in the Company's or any Company Subsidiary's Articles of Incorporation, Bylaws, or other organizational documents as in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect for six years after the Effective Time (without modification or amendment, except as required by applicable law), to the fullest extent permitted by law, and shall be enforceable by the D&O Indemnified Parties against the Surviving Corporation or applicable Company Subsidiary; provided that in any event Tyler and the Surviving Corporation shall pay and reimburse expenses in advance of the final disposition of any action or proceeding to each D&O Indemnified Party to the fullest extent permitted by law.
Company Indemnification Obligations. Company will indemnify and defend Traent, its Affiliates, and their officers, directors, employees, contractors and agents (each a Traent Indemnified Party) against any claims, liabilities and expenses (including court costs and reasonable attorney fees) that a Traent Indemnified Party incurs as a result of or in connection with:
Company Indemnification Obligations. (a) Tyler and Sub agree that all rights to indemnification existing in favor of the present or former directors, officers, employees, fiduciaries and agents of the Company (collectively, the "D&O Indemnified Parties") as provided in the Company's Articles of Incorporation, Bylaws, or other organizational documents as in effect as of
Company Indemnification Obligations. Company will, at all times, indemnify, defend and hold harmless Lender and Artist and their managers, members, officers, and directors, parents, affiliates, subsidiaries and the successors and assigns of the foregoing from and against any and all third party claims, demands, suits, judgments, actions, damages and losses, liabilities and expenses of any nature whatsoever, including reasonable outside attorney’s fees and costs of litigation, arising out of or caused by, directly or indirectly: (a) any claim made against Lender or Artist alleging that the Product violates or breaches any third party’s rights, including but not limited to intellectual property rights; or (b) any breach of any of the representations, warranties, undertakings or agreements made by the Company hereunder, and (c) otherwise arising out of the operation of the Business except, in each case, to the extent arising out of or resulting from the negligence or misconduct of Artist or Lender.
Company Indemnification Obligations. COMPANY shall defend, indemnify, and hold harmless OC, its Affiliates, and all of their officers, directors, employees, agents, successors and assigns (an "OC Indemnified Party") from and against any and all liability, loss, damages, judgments, costs or expenses (including reasonable attorneys' fees and court costs) which the OC Indemnified Party may incur, suffer, or be required to pay based on a claim that COMPANY's use of the OC Software other than as contemplated by this Agreement infringes any third party proprietary rights, provided that OC: (i) give COMPANY prompt written notice of any such claim; (ii) allows COMPANY to direct the defense and settlement of the claim; and (iii) provides COMPANY with the authority, information, and assistance that COMPANY deems reasonably necessary for the defense and settlement of the claim.
Company Indemnification Obligations. Company shall defend, indemnify, and hold harmless Aventis and its subsidiaries, and their respective officers, directors, affiliates, and agents from and against any Claims arising out of or in connection with (a) the Company's negligence or willful misconduct in carrying out the terms of this Agreement, (b) breach of this Agreement (including but not limited to Claims for misuse of information or violation of any right to privacy), and (c) infringement of third party rights as provided in Section 9.1, including but not limited to amounts paid in settlement of Claims and costs and expenses, including reasonable attorneys' fees, incurred in connection with the defense or settlement of such Claim. Company's obligations under this Section shall not extend to Claims relating to or arising from Aventis' negligence or willful misconduct in carrying out the terms of this Agreement, or breach of this Agreement (including but not limited to Claims for misuse of information or violation of any right to privacy). Without limiting the foregoing, Company also shall indemnify, defend, and hold harmless Aventis and its subsidiaries, and their respective officers, directors, affiliates, and agents from and against any and all Claims relating to Company's non-compliance in providing the Services with the requirements of laws and/or regulations pertaining to confidentiality and security of personal and medical data, including but not limited to claims relating to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and any laws and/or regulations relating to the maintenance, use, transmission or other activity concerning patient records and confidentiality of medical data.
