Common use of REPRESENTATION AND INDEMNIFICATION BY TELLABS Clause in Contracts

REPRESENTATION AND INDEMNIFICATION BY TELLABS. Tellabs represents and warrants that it is the owner or licensee of all Tellabs Brands and agrees that Riverstone shall have no responsibility for the protection or maintenance of Tellabs' rights in Tellabs Brands, provided that Riverstone has used the Tellabs Brands only in strict compliance with the terms of this Agreement. Tellabs shall hold Riverstone harmless from and defend, at Tellabs' expense, any claim brought against Riverstone alleging that any Tellabs Brand infringes the trademark, trade name or any other intellectual property right of a third party (a "Brand Claim") provided that Riverstone's use of the Tellabs Brands was in strict conformity with the terms of this AGREEMENTS. Tellabs shall pay all costs and damages awarded or agreed to in settlement, provided that the Riverstone gave Tellabs prompt written notice of the Brand Claim, reasonable assistance and sole authority to defend or settle the Brand Claim. Riverstone shall not be entitled to use or distribute the Tellabs Brands or any product bearing any of the Tellabs Brands except to Tellabs.