Delta Airlines 2014 Annual Report Download - page 173

receipt of a written claim alleging infringement, and upon written notice by the Buyer to the Seller [***] after receipt
by the Buyer of notice of the institution of such suit or receipt of such claim, giving particulars thereof. The Seller
shall have the option but not the obligation at any time to conduct negotiations with the party or parties charging
infringement and may intervene in any claim or suit commenced. Whether or not the Seller intervenes in any such
claim or suit, it shall be entitled at any stage of the proceedings to assume, conduct or control the defense or settlement
thereof.
The Seller’
s obligation hereunder with respect to any actual or alleged infringement is also conditioned upon (i) the
Buyer’
s promptly furnishing to the Seller all the data, papers, records and other assistance within the control of the
Buyer material to the resistance of or defense against any such charge or suits for infringement, (ii) the Buyer’
s use of
diligent efforts in full cooperation with the Seller to reduce royalties, damages, costs and expenses involved, (iii) the
Seller’s prior approval of the Buyer’
s payment, assumption or admission of any liabilities, expenses, costs or royalties
for which the Seller is asked to respond and (iv) the Buyer’
s not otherwise acting in a manner prejudicial to its or the
Seller’s defense of the action. The Buyer also agrees to co-
operate with, and render assistance to, the Seller as may be
pertinent to the defense or denial of the suit or claim.
The Seller’
s liability hereunder shall be conditional upon the timely compliance by the Buyer with the terms of this
Clause 13 and is in lieu of any other liability to the Buyer express or implied which the Seller might incur at law as a
result of any infringement or claim of infringement of any patent or copyright.
THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND LIABILITIES OF THE
SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER
HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES,
OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS
AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL
DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT OR INFRINGEMENT BY ANY
AIRCRAFT, ACCESSORY, EQUIPMENT, SOFTWARE OR PART, OR THE USE OR SALE THEREOF,
PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY
REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS SUBCLAUSE
13.4 SHALL REMAIN IN FULL FORCE AND EFFECT. THIS PATENT INDEMNITY SHALL NOT BE
EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER
AND THE BUYER.
[***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
13.4
WAIVER
CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx
PRIVILEDGED AND CONFIDENTIAL
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