By Solectron Sample Clauses

By Solectron. Solectron shall, upon Xxxxxxx'x request made at any time and from time to time, sell to Trimble: 19.1.1. During the Term of this Agreement, all finished goods, work in progress, Parts and other items held or ordered by Solectron (i) for which Trimble is or may become liable to pay Solectron under any provision of this Agreement; and (ii) in addition to the foregoing, those that Solectron intends to use in producing Products. The prices for any items shall not exceed what Xxxxxxx'x liability would have been for the items as described in Exhibit 8.2 if Trimble had canceled its orders for Products. 19.1.2. During the Term of this Agreement, Parts Trimble may reasonably require for all Products purchased by Trimble from Solectron. Prices for the Products shall not exceed Solectron's WAAP for procuring the Parts plus the material markup specified in Exhibit 1.

By Solectron. Solectron shall defend, indemnify and hold harmless Trimble, its Affiliates and its and their customers from and against any costs, expenses, damages, judgments and liabilities of any kind, including reasonable attorneys' fees and costs, arising from or related to any claim, suit or other action against Trimble, any of its Affiliates or its or their customers to the extent such claim, suit or action is based upon an assertion that (i) the Manufacturing Standards, Solectron's Proprietary Information or any portion thereof, or (ii) the Product(s) where such claim, suit or action relates to the Manufacturing Standards or Solectron's Proprietary Information; infringe any third party's copyright, trade secrets, patent, trademark and/or trade name, and Solectron shall pay the amount of the settlement or the costs, damages and attorneys' fees and costs finally awarded by a court in any such suit or action, provided that Trimble: 23.1.1. promptly gives Solectron notice of any such claim or threatened or actual suit or action; 23.1.2. gives Solectron sole control of the defense and settlement of such claim, suit or action and related settlement negotiations; and 23.1.3. cooperates in the defense of such claim, suit or action. In the event that in any such suit or action an injunction is entered prohibiting the purchase or sales of any Product(s) by Trimble, any of its Affiliates or its or their customers, Solectron, at its expense, shall (i) procure for Trimble, its Affiliates and its and their customers the right to continue to purchase, sell, market, use and have others sell, market and use the Manufacturing Standards, Solectron's Proprietary Information and/or the Product(s); or (ii) replace or modify the Manufacturing Standards or Solectron's Proprietary Information such that Solectron or Trimble may manufacture or have manufactured Product(s) that are non-infringing while still conforming to the applicable Production File(s).