Common use of Licensor Indemnity Clause in Contracts

Licensor Indemnity. Subject to Section 4.5, Licensor shall have the right and obligation to defend Licensee and its Affiliates and their respective stockholders, officers, directors, employees, agents, successors and assigns against any third party claim, suit or proceeding (collectively, “Action”) alleging that the Atmel Design Elements or their use in accordance with this Agreement, solely unmodified in the form provided by Licensor and used solely as contemplated herein, infringes or misappropriates any third party Intellectual Property Rights, subject to the limitations hereinafter set forth. Licensor will have sole control of any such Action or settlement negotiations, and Licensor agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Licensee in any such Action defended by Licensor excluding any amount thereof that is not attributable to infringement or misappropriation resulting from the use of Atmel Design Elements in the form provided by Licensor and used solely as contemplated herein. Notwithstanding the foregoing, Licensor shall have no obligation to defend or settle any Action or to pay any judgment or other amounts to the extent arising from (i) any Improvement or modification of the Atmel Design Elements not made by Licensor; or (ii) any combination of the Atmel Design Elements with technology or other items not provided by Licensor. Licensee agrees that Licensor will be relieved of the foregoing obligations if Licensee fails to (i) notify Licensor promptly in writing of such Action and such failure prejudices the defense of such Action, (ii) give Licensor authority to proceed with sole control of the Action as contemplated herein, or (iii) give Licensor proper and full information and assistance in order to settle and/or defend any such Action. Licensor will not be liable for any costs or expenses incurred without its prior written authorization. Licensee shall have the right to participate with Licensee’s own counsel at Licensee’s sole expense in the defense of any claim against Licensee and Licensor shall not settle any such claim or take any action in prejudice to Licensee’s interests without Licensee’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of any Action, Licensor shall have the right to (a) modify the Atmel Design Elements to avoid the alleged infringement, provided such modifications do not result in any material loss of functionality to the Licensee of the Atmel Design Elements, or (b) obtain any necessary license or other right to enable Licensee to continue to use the Atmel Design Elements substantially as contemplated herein without infringement.

Licensor Indemnity. Subject to Section 4.5the Sections 3.1 and 3.2, Licensor LICENSOR shall have the right and obligation to defend Licensee LICENSEE and its Affiliates and their respective stockholders, officers, directorsdirectors and agents (collectively, employees, agents, successors the “INDEMNITEES”) from and assigns against any third party claim, suit or other proceeding (collectively, each a “ActionClaim”) alleging brought or threatened against the INDEMNITEES by a third party to the extent the Claim arises out of or results from any claim that a Licensed Product, to the extent that the Atmel Design Elements or their use in accordance with Licensed Product’s manufacture is within the scope of the licenses under this Agreement, solely unmodified infringes any patent, and shall settle such Claim and pay the amount of such settlement or, as in the form provided by Licensor case of suit, pay all damages, expenses and used solely as contemplated hereincosts (excluding attorneys’ fees) awarded from an unappealable decision of a court of competent jurisdiction. As an express condition precedent to LICENSOR’s obligations under this Section 11.2, infringes or misappropriates any third party Intellectual Property Rights, subject to the limitations hereinafter set forth. Licensor will have sole control INDEMNITEE must: (a) give LICENSOR prompt written notice of any such Action or Claim, (b) grant LICENSOR sole control over the defense and settlement negotiationsof the Claim, (c) provide LICENSOR with full cooperation for the defense of the Claim, and Licensor agrees (d) not enter into any settlement or compromise of such Claim without LICENSOR’s prior written approval. If such Licensed Product is held to payinfringe or, subject in LICENSOR’s opinion, likely to the limitations hereinafter set forthbe held to infringe, any final judgment entered against Licensee in any such Action defended by Licensor excluding any amount thereof that is not attributable to infringement or misappropriation resulting from the use of Atmel Design Elements in the form provided by Licensor LICENSOR may, at LICENSOR’s option and used solely as contemplated herein. Notwithstanding the foregoingexpense, Licensor shall have no obligation to defend or settle any Action or to pay any judgment or other amounts to the extent arising from (i) any Improvement or modification of procure for the Atmel Design Elements not made by Licensor; or (ii) any combination of INDEMNITEES the Atmel Design Elements right to continue exercising their rights under this Agreement with technology or other items not provided by Licensor. Licensee agrees that Licensor will be relieved of respect to the foregoing obligations if Licensee fails to (i) notify Licensor promptly in writing of such Action and such failure prejudices the defense of such ActionLicensed Product, (ii) give Licensor authority to proceed with sole control of replace or modify the Action as contemplated hereinLicensed Product so it is not infringing, or (iii) give Licensor proper and full information and assistance in order to settle and/or defend any such Action. Licensor will not be liable for any costs or expenses incurred without its prior if neither (i) nor (ii) are commercially practicable, terminate this Agreement immediately upon written authorizationnotice. Licensee shall have the right to may participate with Licensee’s own counsel at Licensee’s sole expense in the defense of any claim against Licensee and Licensor shall not settle any such claim or take any action in prejudice to Licensee’s interests without Licensee’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of any Action, Licensor shall have the right to (a) modify the Atmel Design Elements to avoid the alleged infringement, provided such modifications do not result in any material loss of functionality to the Licensee settlement of the Atmel Design Elements, or (b) obtain any necessary license or other right to enable Licensee to continue to use the Atmel Design Elements substantially as contemplated herein without infringementClaim with counsel of its choice and at its own expense provided that control of such defense and settlement remains in LICENSOR. THE FOREGOING STATES LICENSOR’S ENTIRE LIABILITY AND THE INDEMNITEES’ EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS WITH RESPECT TO THE LICENSED PRODUCTS.

Licensor Indemnity. Subject to Section 4.5Licensor, Licensor shall have the right at its own expense, will indemnify, defend and obligation to defend Licensee and hold harmless Yahoo, its Affiliates and their respective stockholdersemployees, officers, directors, employeesrepresentatives, agents, successors from and assigns against any judgment, loss, damage, liability, cost or expense (including reasonable attorneys' fees) arising from any third party claim, suit brought against Yahoo or proceeding (collectively, “Action”) its Affiliates alleging that (1) the Atmel Design Elements Licensor Content as delivered to Yahoo, (2) any material contained on the Yahoo Cobranded Pages (other than the Yahoo Brand Features), (3) any Licensor Brand Feature licensed to Yahoo hereunder or their use in accordance with this Agreement(4) or any material, solely unmodified in including, without limitation, software, included on or downloadable from Licensor Site that is full text of articles excerpted or headlined on the form provided by Licensor and used solely as contemplated hereinYahoo Cobranded Pages or is specifically referenced on the Yahoo Cobranded Pages (including those shareware files or other software available for download either via a download button on the Yahoo Cobranded Pages or which are specifically referred to on the Yahoo Cobranded Pages), infringes or misappropriates in any manner any Intellectual Property Right of any third party Intellectual Property Rights, subject to the limitations hereinafter set forth. Licensor will have sole control of or contains any such Action material or settlement negotiations, and Licensor agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Licensee in any such Action defended by Licensor excluding any amount thereof information that is not attributable to infringement obscene, defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or misappropriation resulting from the use of Atmel Design Elements in the form provided by Licensor and used solely as contemplated herein. Notwithstanding the foregoingcontains any virus; PROVIDED, HOWEVER, that Licensor shall have no obligation to defend or settle indemnify under this section unless: (x) Yahoo provides Licensor with prompt written notice of any Action or such claim; (y)Yahoo permits Licensor to pay any judgment or other amounts to the extent arising from (i) any Improvement or modification of the Atmel Design Elements not made by Licensor; or (ii) any combination of the Atmel Design Elements with technology or other items not provided by Licensor. Licensee agrees that Licensor will be relieved of the foregoing obligations if Licensee fails to (i) notify Licensor promptly in writing of such Action assume and such failure prejudices control the defense of such Actionaction, with counsel chosen by Licensor (iiwho shall be reasonably acceptable to Yahoo); and (z) give Licensor authority to proceed with sole control does not enter into any settlement or compromise of the Action as contemplated herein, or (iii) give Licensor proper and full information and assistance in order to settle and/or defend any such Action. Licensor will not be liable for any costs or expenses incurred without its prior written authorization. Licensee shall have the right to participate with Licensee’s own counsel at Licensee’s sole expense in the defense of any claim against Licensee and Licensor shall not settle any such claim or take any action in prejudice to Licensee’s interests without Licensee’s Yahoo's prior written consent, which consent shall not be unreasonably withheld. Licensor will pay any and all costs, conditioned damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or delayedotherwise incurred by Yahoo or an Affiliate in connection with or arising from any such claim, suit, action or proceeding. In the event of It is understood and agreed that Yahoo does not intend and will not be required to edit or review for accuracy or appropriateness any Action, Licensor shall have the right to (a) modify the Atmel Design Elements to avoid the alleged infringement, provided such modifications do not result in any material loss of functionality to the Licensee of the Atmel Design Elements, or (b) obtain any necessary license or other right to enable Licensee to continue to use the Atmel Design Elements substantially as contemplated herein without infringementContent.

Licensor Indemnity. Subject to Section 4.5, Licensor shall have the right and obligation to defend Licensee and its Affiliates and their respective stockholders, officers, directors, employees, agents, successors and assigns against any third party claim, suit or proceeding (collectively, “Action”) alleging that the Atmel Design Elements Licensor Process Technology, PDK IP or Durable Marks or their use in accordance with this Agreement, solely unmodified in the form provided by Licensor and used solely as contemplated herein, infringes or misappropriates any third party Intellectual Property Rights, subject to the limitations hereinafter set forth. Licensor will have sole control of any such Action or settlement negotiations, and Licensor agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Licensee in any such Action defended by Licensor excluding any amount thereof that is not attributable to infringement or misappropriation resulting from the use of Atmel Design Elements Licensor Process Technology, PDK IP or Durable Marks in the form provided by Licensor and used solely as contemplated herein. Notwithstanding the foregoing, Licensor shall have no obligation to defend or settle any Action or to pay any judgment or other amounts to the extent arising from (i) any Improvement or modification of the Atmel Design Elements Licensor Process Technology or PDK IP not made by Licensor; or (ii) any combination of the Atmel Design Elements Licensor Process Technology or PDK IP with technology or other items not provided by Licensor. Licensee agrees that Licensor will be relieved of the foregoing obligations if Licensee fails to (i) notify Licensor promptly in writing of such Action and such failure prejudices the defense of such Action, (ii) give Licensor authority to proceed with sole control of the Action as contemplated herein, or (iii) give Licensor proper and full information and assistance in order to settle and/or defend any such Action. Licensor will not be liable for any costs or expenses incurred without its prior written authorization. Licensee shall have the right to participate with Licensee’s own counsel at Licensee’s sole expense in the defense of any claim against Licensee and Licensor shall not settle any such claim or take any action in prejudice to Licensee’s interests without Licensee’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of any Action, Licensor shall have the right to (a) modify the Atmel Design Elements Licensor Process Technology or PDK IP to avoid the alleged infringement, provided such modifications do not result in any material loss of functionality to the Licensee of the Atmel Design ElementsLicensor Process Technology or PDK IP, or (b) obtain any necessary license or other right to enable Licensee to continue to use the Atmel Design Elements Licensor Process Technology or PDK IP substantially as contemplated herein without infringement.

Licensor Indemnity. Subject to Section 4.5, Licensor shall have the right indemnify, defend and obligation to defend hold harmless Licensee and its Affiliates Affiliates, and their respective stockholders, officers, directors, employees, agents, successors licensors, and their respective successors, heirs and assigns and representatives, from and against any third party claim, suit and all Losses payable to a Third Party based on Claims brought by a Third Party arising out of or proceeding (collectively, “Action”) alleging that the Atmel Design Elements or their use in accordance with this Agreement, solely unmodified in the form provided by Licensor and used solely as contemplated herein, infringes or misappropriates any third party Intellectual Property Rights, subject to the limitations hereinafter set forth. Licensor will have sole control of any such Action or settlement negotiations, and Licensor agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Licensee in any such Action defended by Licensor excluding any amount thereof that is not attributable to infringement or misappropriation resulting from the use of Atmel Design Elements in the form provided by Licensor and used solely as contemplated herein. Notwithstanding the foregoing, Licensor shall have no obligation to defend or settle any Action or to pay any judgment or other amounts to the extent arising from (i) any Improvement or modification of the Atmel Design Elements not made by Licensor; or (ii) any combination of the Atmel Design Elements with technology or other items not provided by Licensor. Licensee agrees that Licensor will be relieved of the foregoing obligations if Licensee fails to (i) notify Licensor promptly in writing of such Action and such failure prejudices the defense of such Action, (ii) give Licensor authority to proceed with sole control of the Action as contemplated herein, or (iii) give Licensor proper and full information and assistance in order to settle and/or defend any such Action. Licensor will not be liable for any costs or expenses incurred without its prior written authorization. Licensee shall have the right to participate with Licensee’s own counsel at Licensee’s sole expense in the defense of any claim against Licensee and Licensor shall not settle any such claim or take any action in prejudice to Licensee’s interests without Licensee’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of any Action, Licensor shall have the right relating to (a) modify a breach of this Agreement by Licensor, including the Atmel Design Elements to avoid the alleged infringementrepresentations, provided such modifications do not result warranties and covenants of Licensor set forth in any material loss of functionality to the Licensee of the Atmel Design ElementsSection 4.1 and/or Article 9, or (b) obtain the gross negligence, recklessness or willful misconduct of Licensor or its Affiliates or its or their respective directors, officers, employees and agents, in connection with Licensor’s performance of its obligations or exercise of its rights under this Agreement, (c) personal injury arising out of the conduct by Licensor of any necessary license clinical studies for the Licensed Property prior to the Effective Date, (d) payments for services rendered to Licensor prior to the Effective Date related to the Licensed Products, (e) the conduct and close of any existing clinical or other right studies involving the Licensed Property not assigned to enable Licensee Licensor under Section 3.3 after the Effective Date; and/or (f) any Development, use, manufacture, or Commercialization of Licensed Reversion Products by Licensor following the reversion thereof to continue Licensor pursuant to use Section 13.4 in the Atmel Design Elements substantially as contemplated herein without infringementTerritory, including any product liability claims and intellectual property infringement claims in the Territory or any personal injury, property damage or other damage in the Territory arising therefrom; except in any such case for Losses and Claims to the extent reasonably attributable to any breach of this Agreement by Licensee, its Affiliates or SubLicensees, failure of Licensee, its Affiliates or SubLicensees to comply with Applicable Law with respect to its Development or Commercialization of the Licensed Products, or Licensee, its Affiliates or SubLicensees having committed an act or acts of gross negligence, recklessness or willful misconduct, or to the extent Licensor has an indemnification obligation to Licensor pursuant to Section 12.1.

Licensor Indemnity. Subject to Section 4.5Licensor will, Licensor shall have the right at its expense, indemnify, defend and obligation to defend Licensee hold harmless Buyer and (at Buyer’s option) its Affiliates Authorized Buyer Entities and their respective stockholders, officers, directors, employees, agents, successors agents and assigns representatives (collectively “Buyer Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party claim, suit or proceeding (collectively, “Action”) alleging that the Atmel Design Elements or their use in accordance with this Agreement, solely unmodified in the form provided by Licensor and used solely as contemplated herein, infringes or misappropriates any third party Intellectual Property Rights, subject to the limitations hereinafter set forth. Licensor will have sole control of any such Action or settlement negotiationsparty, and Licensor agrees to payany and all related liabilities, subject to the limitations hereinafter set forthlosses, any final judgment entered against Licensee in any such Action defended by Licensor excluding any amount thereof that is not attributable to infringement or misappropriation resulting from the use of Atmel Design Elements in the form provided by Licensor damages, settlements, penalties, fines, costs and used solely as contemplated herein. Notwithstanding the foregoingexpenses (including, Licensor shall have no obligation to defend or settle any Action or to pay any judgment or other amounts without limitation, reasonable attorneys’ fees) (“Claims”), to the extent arising from out of or relating to an allegation of any of the following: (a) a Claim that the Licensed Materials or any Licensor Content (excluding Buyer Data) provided by Licensor hereunder or Buyer’s use thereof as permitted under this Agreement infringes or violates any third party’s Proprietary Rights; provided, however, that Licensor shall not be responsible to indemnify Buyer or Buyer Indemnified Parties, to the extent such alleged infringement arises from: (i) any Improvement items, devices, data, programs, software, hardware or modification written materials specifically supplied by Buyer or Buyer Indemnified Parties; (ii) combinations of the Atmel Design Elements Licensed Materials or any Licensor Content with any other items, devices, data, programs, software, hardware or written materials not provided or made accessible by Licensor or not specifically referenced for use with the Licensed Materials by the AWS Marketplace Listing or Documentation; (iii) modifications to the Licensed Materials or Licensor Content not provided by Licensor or its Personnel; (iv) any portion of the Licensed Materials or any Licensor Content (or any modification thereto) that is made by Licensor or its agents according to or in compliance with Buyer’s or Buyer Indemnified Parties’ written designs, specifications, instructions, or the like; (v) use of the Licensed Materials or any Licensor Content by Buyer in breach of this Agreement; or (vi) the failure of Buyer or Buyer Indemnified Parties to use an updated, non-infringing version of the Licensed Materials or any Licensor Content that was made available by Licensor; or (ii) any combination of the Atmel Design Elements with technology or other items not provided by Licensor. Licensee agrees that Licensor will be relieved of the foregoing obligations if Licensee fails to (i) notify Licensor promptly in writing of such Action and such failure prejudices the defense of such Action, (ii) give Licensor authority to proceed with sole control of the Action as contemplated herein, or (iii) give Licensor proper and full information and assistance in order to settle and/or defend any such Action. Licensor will not be liable for any costs or expenses incurred without its prior written authorization. Licensee shall have the right to participate with Licensee’s own counsel at Licensee’s sole expense in the defense of any claim against Licensee and Licensor shall not settle any such claim or take any action in prejudice to Licensee’s interests without Licensee’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of any Action, Licensor shall have the right to (a) modify the Atmel Design Elements to avoid the alleged infringement, provided such modifications do not result in any material loss of functionality to the Licensee of the Atmel Design Elements, or (b) obtain any necessary license a Claim arising with respect to Licensor’s posting or other right to enable Licensee to continue to use displaying Licensor Content on the Atmel Design Elements substantially as contemplated herein without infringementSoftware or Services.

Licensor Indemnity. Subject to Section 4.5the final sentence of Sections 3.1 and 3.2, Licensor LICENSOR shall have the right and obligation to defend Licensee LICENSEE and its Affiliates and their respective stockholders, officers, directors, employees, agents, successors shareholders, members and assigns affiliates(collectively, the “INDEMNITEES”) from and against any third party claim, suit or other proceeding (collectively, each a “ActionClaim”) alleging that brought or threatened against the Atmel Design Elements INDEMNITEES by a third party to the extent the Claim arises out of or their use in accordance with results from a breach by Licensor of any obligation under this Agreement, solely unmodified or any claim that a Licensed Product, to the extent that the Licensed Product’s manufacture is within the scope of the licenses under this Agreement, infringes any patent, and shall settle such Claim and pay the amount of such settlement or, as in the form provided by Licensor case of suit, pay all damages, expenses and used solely as contemplated hereincosts (excluding attorneys’ fees) awarded from an unappealable decision of a court of competent jurisdiction. As an express condition precedent to LICENSOR’s obligations under this Section 11.2, infringes or misappropriates any third party Intellectual Property Rights, subject to the limitations hereinafter set forth. Licensor will have sole control INDEMNITEE must: (a) give LICENSOR prompt written notice of any such Action or Claim, (b) grant LICENSOR sole control over the defense and settlement negotiationsof the Claim, (c) provide LICENSOR with full cooperation for the defense of the Claim, and Licensor agrees (d) not enter into any settlement or compromise of such Claim without LICENSOR’s prior written approval. If such Licensed Product is held to payinfringe or, subject in LICENSOR’s opinion, likely to the limitations hereinafter set forthbe held to infringe, any final judgment entered against Licensee in any such Action defended by Licensor excluding any amount thereof that is not attributable to infringement or misappropriation resulting from the use of Atmel Design Elements in the form provided by Licensor and used solely as contemplated herein. Notwithstanding the foregoingLICENSOR shall, Licensor shall have no obligation to defend or settle any Action or to pay any judgment or other amounts to the extent arising from at LICENSEE’s option but at LICENSOR’s expense, (i) any Improvement or modification of procure for the Atmel Design Elements not made by Licensor; or (ii) any combination of INDEMNITEES the Atmel Design Elements right to continue exercising their rights under this Agreement with technology or other items not provided by Licensor. Licensee agrees that Licensor will be relieved of respect to the foregoing obligations if Licensee fails to (i) notify Licensor promptly in writing of such Action and such failure prejudices the defense of such ActionLicensed Product, (ii) give Licensor authority to proceed with sole control of replace or modify the Action as contemplated hereinLicensed Product so it is not infringing, or (iii) give Licensor proper and full information and assistance in order if neither (i) nor (ii) are commercially practicable, terminate this Agreement immediately upon written notice, subject to settle and/or defend any such Action. Licensor will not be liable for any costs or expenses incurred without its prior written authorizationdamage claim by LICENSEE. Licensee shall have the right to may participate with Licensee’s own counsel at Licensee’s sole expense in the defense of any claim against Licensee and Licensor shall not settle any such claim or take any action in prejudice to Licensee’s interests without Licensee’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of any Action, Licensor shall have the right to (a) modify the Atmel Design Elements to avoid the alleged infringement, provided such modifications do not result in any material loss of functionality to the Licensee settlement of the Atmel Design Elements, or (b) obtain any necessary license or other right to enable Licensee to continue to use the Atmel Design Elements substantially as contemplated herein without infringementClaim with counsel of its choice and at its own expense provided that control of such defense and settlement remains in LICENSOR. THE FOREGOING STATES LICENSOR’S ENTIRE LIABILITY AND THE INDEMNITEES’ EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS WITH RESPECT TO THE LICENSED PRODUCTS.