By Wesco. Wesco hereby transfers any intellectual property indemnity from the manufacturer of Products, Software, and Services to Customer. Wesco’s obligation to indemnify Customer shall not be greater than the intellectual property indemnity provided by the manufacturer of such Products, Software, and Services and shall only apply if Customer complies with section 13.3 herein. In the event of any such infringement claim, Wesco shall, at Wesco’s sole option, and as Customer’s sole and exclusive remedy: (i) procure for Customer the right to continue using the affected Products, Software, or Services; (ii) replace the affected Products, Software, or Services with non-infringing Products, Software, or Services; (iii) modify the affected Products, Software, or Services so they are non-infringing; or
By Wesco. At the time of the execution of this Agreement and at the time of closing (if different), there has not been, other than as contemplated or caused by this Agreement any (i) material adverse the rights of WESCO to any of the intellectual properties, assets, or other materials being purchased, pursuant to Schedule A, being purchased from WESCO, which would impede such operations or business for any of the operations of the CAVD and related technologies being acquired; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of WESCO for the use of such technology or assets, (iii) any entry into or termination of any material commitment, contract, Agreement, or transaction(including, without limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of, or involving WESCO, other than this Agreement and Agreements executed in the ordinary course of business;(iv) nor promise or payment of any increase to or for any executive or principal's executive bonus, or other compensation, (viii) any default or breach of any material respect pursuant to any covenant or Agreement, or (ix) any other change in the manner which the company has conducted its business in the past which would impede the operations concerning the CAVD and related technology interests acquisition.
