Common use of Indemnification by Iridium Clause in Contracts

Indemnification by Iridium. Iridium shall indemnify, defend and hold harmless Seller, its divisions, subsidiaries, Affiliates, subcontractors, assignees of each, and their respective directors, officers, employees and agents, from and against any and all Claims against Seller based upon a claim that any Intellectual Property furnished hereunder by Iridium to Seller infringes the Intellectual Property Rights of a third party, except to the extent that infringement results from Seller provided Intellectual Property, together with all costs and expenses (including attorneys’ fees incident thereto or incident to successfully establishing the right to indemnity), provided that Iridium is notified promptly in writing of the suit or proceeding and, at Iridium’s request and at its expense, is given control of any action, cause of action, claim, suit or similar action underlying such Claim and Seller’s reasonable assistance for defense of same. If Iridium does not assume control of such action, claim, suit or similar action underlying such Claim, Iridium may participate in such defense and Seller shall have the right to defend the Claim in such manner as it may deem appropriate, at the cost and expense of Iridium.