Common use of Indemnification by AHS USA Clause in Contracts

Indemnification by AHS USA. Subject to the limitations imposed by Section 16(c), AHS USA shall indemnify, defend, and hold harmless the Athena Indemnitees from and against any and all third party claims, suits, or proceedings to the extent a claim is based on Athena's permitted use of the AHS Entities' Property or Work Product under this Agreement constituting an infringement of a patent issued as of the Effective Date, trademark, trade name, trade secret, copyright, or other intellectual property right, and AHS USA will pay those damages and costs finally awarded against the Athena Indemnitees in any monetary settlement of such suit or action that are specifically attributable to such claim. In the event that Athena's use of the same is enjoined as a result of such a claim, AHS USA shall, at its sole option and expense, either: (A) procure for Athena the rights necessary to continue using the AHS Entities' Property or Work Product; or (B) replace or modify the affected portion of the AHS Entities' Property or Work Product so that it no longer infringes or misappropriates the third party's rights, provided that such replaced or modified AHS Entities' Property or Work Product maintains the same functionality. If AHS USA reasonably determines that neither of these options is commercially reasonable, AHS USA may terminate this Agreement and Athena's further use of any infringing portion of the AHS Entities' Property or Work Product and Athena will have no further payment obligations hereunder except with respect to accrued fees. The indemnity set forth in this Section 16 will be Athena's sole and exclusive remedy and the AHS Entities' entire liability and obligation for any claim of infringement or misappropriation in connection with the subject matter of this Agreement The provisions of the foregoing indemnity will not apply with respect to any instances of alleged infringement based upon or arising out of (X) the AHS Entities' compliance with Athena's designs or specifications in the development of Work Product or (Y) the use by Athena of the AHS Entities' Property or Work Product: (I) in any manner for which the AHS Entities' Property or Work Product was not designed; (II) that has been modified by Athena or any third party; (III) in connection with or in combination with any product, device, or software that has not been supplied or approved by the AHS Entities; (IV) other than in compliance with this Agreement; or (V) in a manner that is not reasonably foreseeable.

Indemnification by AHS USA. Subject to the limitations imposed by Section 16(c), AHS USA shall indemnify, defend, and hold harmless the Athena Indemnitees from and against any and all third party claims, suits, or proceedings Claims to the extent a claim Claim is based on Athena's ’s permitted use of the AHS Entities' ’ Property or Work Product under this Agreement constituting an infringement of a patent issued as of the Effective Date, trademark, trade name, trade secret, copyright, or other intellectual property right, and AHS USA will pay those damages and costs finally awarded against the Athena Indemnitees in any monetary settlement of such suit or action that are specifically attributable to such claimClaim. In the event that Athena's ’s use of the same is enjoined as a result of such a claimClaim, AHS USA shall, at its sole option and expense, either: (A) procure for Athena the rights necessary to continue using the AHS Entities' ’ Property or Work Product; or (B) replace or modify the affected portion of the AHS Entities' ’ Property or Work Product so that it no longer infringes or misappropriates the third party's ’s rights, provided that such replaced or modified AHS Entities' ’ Property or Work Product maintains the same functionality. If AHS USA reasonably determines that neither of these options is commercially reasonable, AHS USA may terminate this Agreement and Athena's ’s further use of any infringing portion of the AHS Entities' ’ Property or Work Product and Athena will have no further payment obligations hereunder except with respect to accrued feesFees. The indemnity set forth in this Section 16 16(ii) will be Athena's ’s sole and exclusive remedy and the AHS Entities' ’ entire liability and obligation for any claim Claim of infringement or misappropriation in connection with the subject matter of this Agreement The provisions of the foregoing indemnity will not apply with respect to any instances of alleged infringement based upon or arising out of (X) the AHS Entities' ’ compliance with Athena's ’s designs or specifications in the development of Work Product or (Y) the use by Athena of the AHS Entities' ’ Property or Work Product: (I) in any manner for which the AHS Entities' ’ Property or Work Product was not designed; (II) that has been modified by Athena or any third party; (III) in connection with or in combination with any product, device, or software that has not been supplied or approved by the AHS Entities; (IV) other than in compliance with this Agreement; or (V) in a manner that is not reasonably foreseeable.

Indemnification by AHS USA. Subject to the limitations imposed by Section 16(c), AHS USA shall indemnify, defend, and hold harmless the Athena Indemnitees from and against any and all third party claims, suits, or proceedings Claims to the extent a claim Claim is based on Athena's ’s permitted use of the AHS Entities' ’ Property or Work Product under this Agreement constituting an infringement of a patent issued as of the Effective Date, trademark, trade name, trade secret, copyright, or other intellectual property right, and AHS USA will pay those damages and costs finally awarded against the Athena Indemnitees in any monetary settlement of such suit or action that are specifically attributable to such claimClaim. In the event that Athena's ’s use of the same is enjoined as a result of such a claimClaim, AHS USA shall, at its sole option and expense, either: (A) procure for Athena the rights necessary to continue using the AHS Entities' ’ Property or Work 19 Product; or (B) replace or modify the affected portion of the AHS Entities' ’ Property or Work Product so that it no longer infringes or misappropriates the third party's ’s rights, provided that such replaced or modified AHS Entities' ’ Property or Work Product maintains the same functionality. If AHS USA reasonably determines that neither of these options is commercially reasonable, AHS USA may terminate this Agreement and Athena's ’s further use of any infringing portion of the AHS Entities' ’ Property or Work Product and Athena will have no further payment obligations hereunder except with respect to accrued feesFees. The indemnity set forth in this Section 16 16(ii) will be Athena's ’s sole and exclusive remedy and the AHS Entities' ’ entire liability and obligation for any claim Claim of infringement or misappropriation in connection with the subject matter of this Agreement The provisions of the foregoing indemnity will not apply with respect to any instances of alleged infringement based upon or arising out of (X) the AHS Entities' ’ compliance with Athena's ’s designs or specifications in the development of Work Product or (Y) the use by Athena of the AHS Entities' ’ Property or Work Product: (I) in any manner for which the AHS Entities' ’ Property or Work Product was not designed; (II) that has been modified by Athena or any third party; (III) in connection with or in combination with any product, device, or software that has not been supplied or approved by the AHS Entities; (IV) other than in compliance with this Agreement; or (V) in a manner that is not reasonably foreseeable. iii.