INDEMNIFICATION BY MIPS Sample Clauses

INDEMNIFICATION BY MIPS. MIPS shall indemnify and hold WEITEK harmless against any action based on a claim that MIPS Technology when used in accordance with this Agreement infringes a United States patent or copyright, shall defend at MIPS expense all suits against WEITEK based upon such a claim and shall pay all costs and damages finally awarded against WEITEK in such suit, provided that WEITEK shall notify MIPS promptly in writing of such suit and at MIPS request and at MIPS expense MIPS is given sole control of such suit and all information and assistance for defense of same reasonably requested by MIPS. MIPS shall not be liable for any costs or expenses incurred by WEITEK after MIPS has assumed the defense of such action. WEITEK shall have the right to be represented by its own attorney at WEITEK's expense. This indemnity does not extend to any suit based upon an infringement or alleged infringement of any patent, copyright, mask work right or trademark by WEITEK's manufacturing process or modification of MIPS Technology made by or on behalf of WEITEK; the use of MIPS Technology in combination with other technology or software not provided by MIPS or a modification or enhancement to MIPS Technology not made by MIPS, if such claim would not have occurred but for such combination, modification or enhancement; any marking or branding applied to MIPS Technology or modification or design of MIPS Technology by or at the request of WEITEK, except any such marking or branding in accordance with MIPS written instructions; or any infringement based upon third party software except as to any modifications or enhancements to such software made by MIPS and delivered to WEITEK. The foregoing states the entire liability of MIPS for trade secret, patent, mask work right, copyright, trademark or other proprietary rights infringement.
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INDEMNIFICATION BY MIPS. 12.1.1 Subject to the limitations set forth in this Agreement, MIPS shall defend, indemnify and hold Licensee harmless against any action brought against Licensee as a result of a claim based on infringement of an Intellectual Property Right of a third party in the United States, Japan or the countries contained in the European Union as of the Effective Date of this Agreement by the MIPS Deliverables in the form provided by MIPS to Licensee hereunder; provided that Licensee: (A) promptly notifies MIPS in writing of any such claim, and (B) reasonably cooperates with MIPS, at MIPS' expense, in defending or settling such claim. MIPS shall have sole control of the defense and all related settlement negotiations, provided however that Licensee shall have the right to be represented by its own attorney at its expense. This indemnity does not extend to: (a) a claim based upon an infringement or alleged infringement of any Intellectual Property Right of a third party by: (i) the manufacturing process used to manufacture Licensee Chips, (ii) any modification or enhancement to any MIPS Deliverable made by or for Licensee or made by MIPS at Licensee's request, (iii) the use of a version of MIPS Deliverables in the design of a Licensee Chip that is not covered for indemnification under Section 3.2 with respect to that Licensee Chip, (iv) the use of any Licensed Hard Core Implementation, Licensee Chip or MIPS Deliverables outside the scope of the licenses hereunder or in combination with other technology, equipment or software not provided by MIPS; (b) a claim arising from any false or misleading representation made by Licensee or its agents regarding any MIPS Technology, Licensed MIPS Core, Licensed Hard Core Implementation, and/or Licensee Chip, or otherwise arising from the marketing or distribution practices adopted by Licensee or its agents in connection with Licensee Chips. 12.1.2 If in MIPS' reasonable judgment, the use and/or licensing of any MIPS Deliverable, a Licensed Hard Core Implementation, or any portion thereof, and/or the use, manufacture or sale of Licensee Chips, is likely to be found to infringe the Intellectual Property Rights of a third party, MIPS may, at its option, either (x) procure the right to allow Licensee to continue the allegedly infringing activity; (y) replace or modify the affected MIPS Deliverables so that they become non-infringing; or (z) if (x) or (y) is not commercially practicable, or Licensee does not cease use of any MIPS Deli...
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INDEMNIFICATION BY MIPS. 12.1.1 Subject to the limitations set forth in this Agreement, MIPS shall defend, indemnify and hold Licensee harmless against any action brought against Licensee as for a claim based on infringement of an Intellectual Property Right of a third party in the United States [*] by the MIPS Deliverables in the form provided by MIPS to Licensee hereunder [*] to the extent implemented by Licensee in accordance with MIPS express instructions in the MIPS Deliverables for the Licensed MIPS Architecture; provided that Licensee: (A) notifies MIPS in writing within fifteen (15) days of any such claim, and (B) reasonably cooperates with MIPS, at MIPS’ expense, in defending or settling such claim. MIPS shall have sole control of the defense and all related settlement negotiations, provided, however, that [*], and further provided that Licensee shall have the right to be represented by its own attorney at Licensee’s expense. This indemnity does not extend to:
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Related to INDEMNIFICATION BY MIPS

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification By You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • Indemnification by Xxxxxx In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors, if any, in writing such information as the Company and the Guarantors, if any, reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, if any, their respective directors and officers and each Person, if any, who controls the Company and the Guarantors, if any (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with and in reliance upon any information so furnished in writing by such Holder to the Company and the Guarantors, if any, expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification by Company The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable to any particular indemnified party in any such case 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 made in any such Registration Statement (i) in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof or (ii) which has been corrected in a subsequent applicable filing with the SEC but such indemnified party nonetheless failed to provide such corrected filing to the Person asserting such Loss, in breach of the indemnified party’s obligations under applicable law. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

  • Indemnification by Fund Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

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