Intellectual Property Indemnities. 6.1 Excluding any open source software, BT will defend, indemnify and hold Customer harmless against all claims and proceedings arising from alleged infringement of any third party’s intellectual property rights by reason of BT’s provision of the Service. As a condition of this indemnity, Customer must: (a) notify BT promptly in writing of any allegation of infringement; (b) make no admission relating to the infringement; (c) allow BT to conduct all negotiations and proceedings and give BT all reasonable assistance in doing so (BT will pay Customer’s reasonable out-of- pocket expenses for such assistance); and (d) allow BT to modify or replace the Service or equipment, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification or replacement does not materially affect the performance of the Service.
Intellectual Property Indemnities. 11.1 The Customer shall defend, indemnify and hold harmless Xxxxxxxx against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suit, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM shall have sole control of the defence and any settlement thereof; (iii) LICENSEE shall not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to LICENSEE relating to the defence of such claim; (v) LICENSEE provides reasonable assistance to ARM in the defence of such claim; and (vi) ARM, at its option and expense, may; (a) obtain for LICENSEE the right to continue to use the ARM Technology; or (b) replace or modify the ARM Technology so that it becomes non-infringing, in which event LICENSEE shall cease use of the infringing ARM Technology. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.
Intellectual Property Indemnities. Section 3.7(a)(iv) of the Company Disclosure Schedule contains a complete and accurate list of all Contracts whereby Company has agreed to, or assumed, any obligation or duty to indemnify, reimburse, hold harmless, defend or otherwise assume or incur any obligation or liability with respect to the infringement or misappropriation of any rights in Intellectual Property.
Intellectual Property Indemnities. To the extent permitted by law, SSN shall defend, indemnify and hold harmless the Customer Indemnitees from any and all ***. The terms of Section 15.2 shall apply to the Parties with respect to such third-party claim. SSN’s obligations under this Section 12.1 for any action shall apply to the extent that such action does not result from (i) the combination, operation or use of a Product with or in products or processes not provided or approved by SSN, provided, however, that SSN’s obligations under this Section 12.1 shall apply to any action to the extent it results solely from the combination, operation or use of a Product in conjunction with an electricity metering endpoint (as part of an Integrated Meter) or with any products, processes or infrastructure used by or on behalf of Customer, or otherwise contemplated in an SOW, as of the Effective Date, ***.
Intellectual Property Indemnities. 11.1 BT will defend, indemnify and hold the Customer harmless against all claims and proceedings arising from alleged infringement of any third party’s intellectual property rights by reason of BT’s provision of the Service. As a condition of this indemnity the Customer must:
Intellectual Property Indemnities. (A) NuclearSub shall promptly on demand from time to time indemnify Electrabel, and keep Electrabel fully and effectively indemnified, from and against any and all losses, claims, liabilities, costs, damages and/or reasonable expenses (including reasonable legal fees and costs) suffered or incurred by Electrabel or its sub-licensees arising out of or in connection with any actual or alleged infringement of third party Intellectual Property arising from use by Electrabel or its sub-licensees of:
Intellectual Property Indemnities. 13.1 The Seller agrees to indemnify, defend, and hold harmless the Buyer, all members of the Buyer’s Group (including, for the avoidance of doubt, the Company), and their respective successors, and assigns (collectively, the “Buyer Indemnified Parties”) from and against, and such Buyer Indemnified Parties will be entitled to be compensated and reimbursed for, any and all Losses resulting from any claim brought by a third party (such claim, a “Third Party IP Claim”) to the extent arising from:
Intellectual Property Indemnities the Service Provider hereby indemnifies the Authority and shall hold the Authority harmless against all liabilities, losses, demands, damages, costs, claims, expenses and interest suffered by the Authority as a result of: any Service Provider IP or Service Provider Third Party IP either: used by the Service Provider in the provision of the Services; used by the Authority, in either case in accordance with or pursuant to the terms of this Agreement; or any Authority IP used by the Service Provider or Service Provider Personnel or any Sub-Contractor in breach of the licence terms set out in or granted pursuant to this Agreement, infringing any Third Party IP or breaching any of the IP warranties set out in Clause 14.7.
Intellectual Property Indemnities. 10.1 Subject to clause 10.2, GN shall defend, indemnify and hold the Customer harmless against all claims, proceedings and expenses arising from any actual or alleged infringement of any third party’s Intellectual Property Rights by reason of GN’s provision of the Services.
