NCR INDEMNITEES has the meaning set forth in Section 4.3(a) hereof.

NCR INDEMNITEES has the meaning set forth in Section 5.2. 1.81. NCR VOLUME PURCHASE AGREEMENT means the Volume Purchase Agreement, dated as of the date hereof, by and between NCR and Lucent. 1.82. NYSE means The New York Stock Exchange, Inc. 1.83. NASSAU METALS LIABILITIES means all Environmental Liabilities primarily relating to, arising out of or resulting from the operations of AT&T Nassau Metals Corporation, as conducted at any time prior to, on or after the Closing Date. 1.84. NON-LUCENT ASSETS means any Assets of AT&T or any of its Affiliates (including any member of the NCR Group) other than Lucent Assets. 1.85.

NCR INDEMNITEES means NCR and its Affiliates and their respective directors, officers, shareholders, employees, distributors, resellers, customers and end users. “Losses” as that term is used below, in addition to the cost of defense, settlement and judgment, should include NCR’s out of pocket costs to replace infringing Products in the event of an injunction. 9.2.2

Examples of NCR INDEMNITEES in a sentence

In conjunction with a Claim brought in a suit or proceeding, Supplier will defend at its expense the suit or proceeding with litigation counsel selected in consultation with the NCR Indemnitees.
If Supplier is unable to reasonably secure any of those remedies NCR Confidential and use or sale of the Product by NCR has been enjoined, Supplier will refund the purchase price (or refund to the end users the purchase prices) they paid, if requested by NCR, for the enjoined Products, and the NCR Indemnitees, in their sole discretion, may by notice terminate this Agreement in whole or in part.
Supplier will keep the NCR Indemnitees informed of the defense and settlement of the Claim and will consult with the NCR Indemnities on strategies for the defense and settlement of the Claim.
Supplier may, at its sole expense, obtain for the NCR Indemnitees the right to use and sell the Product, replace the Product with a non-infringing substitute of materially equal quality, performance and functionality, or modify the Product so that it is not infringing provided the modification does not materially affect the quality, performance and functionality of the Product.
The NCR Indemnitees shall not enter into any settlement, consent judgment or stipulated motion without Supplier’s prior written consent.
At its expense, Supplier will defend, indemnify, and hold harmless the NCR Indemnitees from and against all Losses arising out of or relating to any actual or threatened claim, suit or proceeding brought against any of the NCR Indemnitees alleging that any Product (excluding [*****]) or its use infringes any patent, copyright, trademark or other intellectual property or misappropriates a trade secret or other confidential information (each a “Claim”).
NCR Indemnitees will give Supplier (1) prompt written notice of the Claim; (2) reasonably requested information that the NCR Indemnitees possess necessary for the defense of the Claim; (3) reasonable cooperation and assistance necessary for the defense of the Claim; and (4) subject to the limitations set forth in paragraph 10.2.2, sole authority to defend or settle the Claim.

More Definitions of NCR INDEMNITEES

NCR INDEMNITEES has the meaning set forth in Section 5.2.

NCR INDEMNITEES means NCR and its Affiliates and their respective directors, officers, shareholders, employees, distributors, resellers, customers and end users.

Related to NCR INDEMNITEES

Seller Indemnitees has the meaning set forth in Section 8.03.
Licensor Indemnitees has the meaning set forth in Section 9.1.
Company Indemnitees shall have the meaning set forth in Section 5.02.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Licensee Indemnitees has the meaning set forth in Section 11.2.
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
Purchaser Indemnitees has the meaning set forth in Section 7.02.
Parent Indemnitees has the meaning set forth in Section 8.02.
Investor Indemnitees shall have the meaning set forth in Section 5.01.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Lender Indemnitees shall have the meaning given to it in Section 14.19 hereof.
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Seller Indemnified Party has the meaning set forth in Section 7.2.
Company Indemnified Persons has the meaning set forth in Section 5(a).
D&O Indemnified Party has the meaning set forth in Section 5.8(a).
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Buyer Indemnitee has the meaning set forth in Section 8.1(b).
Indemnified Parties has the meaning set forth in Section 8.2.
Agent Indemnitees means Agent and its officers, directors, employees, Affiliates, agents and attorneys.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.

NCR INDEMNITEES definition

Filter & Search

Related Definitions

Related to NCR INDEMNITEES