Common use of By Supplier Clause in Contracts

By Supplier. Supplier will, at its expense, defend Customer against any claim, demand, suit, or proceeding made or brought against Customer, or any Affiliates authorized to use the Products pursuant to Section 2(a)(iii)(A) of these GTCs, by a third party alleging that Customer’s use of a Product within the scope of the Agreement infringes or misappropriates the IP Rights of such a third party (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer, or for amounts paid by Customer under a settlement approved by Supplier in writing, as a result of a Claim Against Customer; provided that Customer notifies Supplier promptly in writing of the Claim Against Customer, provides Supplier with the sole control and authority to defend or settle the Claim Against Customer, and gives Supplier the authority, information and assistance necessary to settle or defend the Claim Against Customer. If any of the Products are, or in Supplier’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party IP Rights, Supplier may in its discretion and at no cost to Customer (i) modify or replace the Products, in whole or in part, to make the Products (as so modified or replaced) non-infringing, while providing materially similar features and functionality, (ii) obtain the right for Customer to continue to use the Products as contemplated by the Agreement, or (iii) by written notice to Customer, terminate the Agreement with respect to all or part of the Products, and require Customer to immediately cease any use of the Products, or any specified part or feature thereof, provided that Customer shall be entitled to a Pro Rata Refund for any Products that are terminated pursuant hereto. Notwithstanding the foregoing, Supplier shall have no obligation to defend against or indemnify for any Claims Against Customer to the extent they arise from: (A) use of a version of the Software that was not, at the time that the Claim Against Customer arose, the current unaltered version of the Software made available by Supplier hereunder; (B) combination, operation, integration or interfacing of the Software with Third-Party Content, if such Claim Against Customer would not have arisen but for such combination, operation, integration or interfacing; (C) use of the Products in a manner other than as authorized by the Agreement; (D) Supplier’s use of Customer Data in conjunction with the Products; or (E) modifications to the Software by any person other than Supplier or its authorized agents or subcontractors.

By Supplier. Supplier will, at its expense, defend Customer against any claim, demand, suit, or proceeding made or brought against Customer, or any Affiliates authorized authorised to use the Products pursuant to Section 2(a)(iii)(A) of these GTCs, by a third party alleging that Customer’s use of a Product within the scope of the Agreement infringes or misappropriates the IP Rights of such a third party (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer, or for amounts paid by Customer under a settlement approved by Supplier in writing, as a result of a Claim Against Customer; provided that Customer notifies Supplier promptly in writing of the Claim Against Customer, provides Supplier with the sole control and authority to defend or settle the Claim Against Customer, and gives Supplier the authority, information and assistance necessary to settle or defend the Claim Against Customer. If any of the Products are, or in Supplier’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party IP Rights, Supplier may in its discretion and at no cost to Customer (i) modify or replace the Products, in whole or in part, to make the Products (as so modified or replaced) non-infringing, while providing materially similar features and functionality, (ii) obtain the right for Customer to continue to use the Products as contemplated by the Agreement, or (iii) by written notice to Customer, terminate the Agreement with respect to all or part of the Products, and require Customer to immediately cease any use of the Products, or any specified part or feature thereof, provided that Customer shall be entitled to a Pro Rata Refund for any Products that are terminated pursuant hereto. Notwithstanding the foregoing, Supplier shall have no obligation to defend against or indemnify for any Claims Against Customer to the extent they arise from: (A) use of a version of the Software that was not, at the time that the Claim Against Customer arose, the current unaltered version of the Software made available by Supplier hereunder; (B) combination, operation, integration or interfacing of the Software or Cloud Services with Third-Party Content, if such Claim Against Customer would not have arisen but for such combination, operation, integration or interfacing; (C) use of the Products in a manner other than as authorized authorised by the Agreement; (D) Supplier’s use of Customer Data in conjunction with the Products; or (E) modifications to the Software or Cloud Services by any person other than Supplier or its authorized authorised agents or subcontractors.

By Supplier. Supplier willhereby represents and warrants that: (a) Supplier is a limited liability company duly organized, at its expensevalidly existing and in good standing under the laws of Delaware, defend Customer against any claim, demand, suit, or proceeding made or brought against Customer, or any Affiliates authorized to use United States; (b) Supplier has the Products pursuant to Section 2(a)(iii)(A) of these GTCs, by a third party alleging that Customer’s use of a Product within the scope of the Agreement infringes or misappropriates the IP Rights of such a third party (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer, or for amounts paid by Customer under a settlement approved by Supplier in writing, as a result of a Claim Against Customer; provided that Customer notifies Supplier promptly in writing of the Claim Against Customer, provides Supplier with the sole control corporate power and authority to defend enter into and be bound by the terms and conditions of this Agreement and to perform its obligations hereunder; (c) Supplier has taken all corporate action on its part to authorize the execution and delivery of this Agreement and this Agreement has been duly executed and delivered on behalf of Supplier and constitutes a legal, valid, binding obligation, enforceable against Supplier in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or settle other similar laws affecting the Claim Against Customerenforceability of creditors’ rights generally and other general equitable principles which may limit the right to obtain certain remedies; (d) Supplier is subject to no legal, contractual or other restrictions, limitations or conditions which materially conflict with its rights and gives obligations under this Agreement or which might affect adversely its ability to perform hereunder; (e) Supplier’s performance of its obligations hereunder, including provision of any Manufacturing Services hereunder, will not be in violation of any Applicable Laws; (f) Supplier the authoritywill maintain appropriate skilled personnel and facilities to carry out its obligations under this Agreement, information and assistance necessary to settle or defend the Claim Against Customer. If any including sufficient storage capacity for storage of the Products areAPI, Materials, work-in-progress and the Finished Products; (g) no Supplier employees or other Persons performing services on behalf of Supplier under this Agreement have been debarred, or in Supplier’s opinion are likely to bethe subject of debarment Proceedings, claimed to infringe, misappropriateunder Section 306 of the FD&C Act; and if Supplier becomes aware that a Person performing on its behalf under this Agreement has been debarred, or otherwise violate any third-party IP Rightshas become the subject of debarment Proceedings, under Section 306 of the FD&C Act, Supplier may shall promptly notify Buyer and shall prohibit such Person from performing on its behalf under this Agreement; (h) Supplier has all necessary rights to use and otherwise exploit any Supplier Intellectual Property used in the performance of its discretion and at no cost to Customer obligations under this Agreement; (i) modify or replace the Products, in whole or in part, to make the Products (as so modified or replaced) non-infringing, while providing materially similar features and functionality, (ii) obtain the right for Customer to continue to use the Products as contemplated by the Agreement, or (iii) by written notice to Customer, terminate the Agreement with respect to all or part of the Productsdate of delivery, each Finished Product being delivered by Supplier under a relevant purchase order shall conform to Specifications and require Customer other Technical Requirements; and (j) Supplier has all applicable Permits necessary to immediately cease perform its obligations hereunder, including, but not limited to, any use manufacturing licenses which are required under laws of the Products, or any specified part or feature thereof, provided that Customer shall be entitled to a Pro Rata Refund for any Products that are terminated pursuant hereto. Notwithstanding the foregoing, Supplier shall have no obligation to defend against or indemnify for any Claims Against Customer to the extent they arise from: (A) use of a version of the Software that was not, at the time that the Claim Against Customer arose, the current unaltered version of the Software made available by Supplier hereunder; (B) combination, operation, integration or interfacing of the Software with Third-Party Content, if such Claim Against Customer would not have arisen but for such combination, operation, integration or interfacing; (C) use of the Products jurisdiction in a manner other than as authorized by the Agreement; (D) Supplier’s use of Customer Data in conjunction with the Products; or (E) modifications to the Software by any person other than Supplier or its authorized agents or subcontractorswhich it is operating.