Common use of Infringement and Indemnification Clause in Contracts

Infringement and Indemnification. Except as set forth below, ITW agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW in the defense and settlement of such Claim; and (c) Purchaser allows ITW the right to defend and settle such Claim at ITW’s expense If a suit or claim results in any injunction or order that would prevent ITW from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITW, otherwise cause ITW to be unable to supply such parts or Products, ITW may do one or more of the following: (i) secure an appropriate license to permit ITW to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITW’s sole discretion, ITW may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITW, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW EAE agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITWITW EAE’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW EAE written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW EAE in the defense and settlement of such Claim; and (c) Purchaser allows ITW EAE the right to defend and settle such Claim at ITWITW EAE’s expense If a suit or claim results in any injunction or order that would prevent ITW EAE from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWITW EAE , otherwise cause ITW EAE to be unable to supply such parts or Products, ITW EAE may do one or more of the following: (i) secure an appropriate license to permit ITW EAE to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW EAE cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITWITW EAE’s sole discretion, ITW EAE may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW EAE shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWITW EAE, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW Xxxxxx agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s Xxxxxx’ proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW Xxxxxx written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW Xxxxxx in the defense and settlement of such Claim; and (c) Purchaser allows ITW Xxxxxx the right to defend and settle such Claim at ITW’s Xxxxxx’ expense If a suit or claim results in any injunction or order that would prevent ITW Xxxxxx from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWXxxxxx, otherwise cause ITW Xxxxxx to be unable to supply such parts or Products, ITW Xxxxxx may do one or more of the following: (i) secure an appropriate license to permit ITW Xxxxxx to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW Xxxxxx cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITW’s Xxxxxx’ sole discretion, ITW Xxxxxx may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW Xxxxxx shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWXxxxxx, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW in the defense and settlement of such Claim; and (c) Purchaser allows ITW the right to defend and settle such Claim at ITW’s expense If if a suit or claim results in any injunction or order that would prevent ITW from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITW, otherwise cause ITW to be unable to supply such parts or Products, ITW may do one or more of the following: (i) secure an appropriate license to permit ITW to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITW’s sole discretion, ITW may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITW, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW Loma Systems agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s Loma Systems’ proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW Loma Systems written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW Loma Systems in the defense and settlement of such Claim; and (c) Purchaser allows ITW Loma Systems the right to defend and settle such Claim at ITW’s Loma Systems’ expense If a suit or claim results in any injunction or order that would prevent ITW Loma Systems from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWLoma Systems, otherwise cause ITW Loma Systems to be unable to supply such parts or Products, ITW Loma Systems may do one or more of the following: (i) secure an appropriate license to permit ITW Loma Systems to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW Loma Systems cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITW’s Loma Systems’ sole discretion, ITW Loma Systems may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW Loma Systems shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWLoma Systems, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW Xxxxxx agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITWSeller’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW Seller written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW Seller in the defense and settlement of such Claim; and (c) Purchaser allows ITW Seller the right to defend and settle such Claim at ITWSeller’s expense If a suit or claim results in any injunction or order that would prevent ITW Seller from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWSeller, otherwise cause ITW Seller to be unable to supply such parts or Products, ITW Seller may do one or more of the following: (i) secure an appropriate license to permit ITW Seller to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW Seller cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITWSeller’s sole discretion, ITW Seller may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW Seller shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWSeller, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW in the defense and settlement of such Claim; and (c) Purchaser allows ITW the right to defend and settle such Claim at ITW’s expense expense. If a suit or claim results in any injunction or order that would prevent ITW from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITW, otherwise cause ITW to be unable to supply such parts or Products, ITW may do one or more of the following: (i) secure an appropriate license to permit ITW to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITW’s sole discretion, ITW may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITW, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW Xxxxxx agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s Xxxxxx’x proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW Xxxxxx written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW Xxxxxx in the defense and settlement of such Claim; and (c) Purchaser allows ITW Xxxxxx the right to defend and settle such Claim at ITW’s Xxxxxx’x expense If a suit or claim results in any injunction or order that would prevent ITW Xxxxxx from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWXxxxxx, otherwise cause ITW Xxxxxx to be unable to supply such parts or Products, ITW Xxxxxx may do one or more of the following: (i) secure an appropriate license to permit ITW Xxxxxx to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW Xxxxxx cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITW’s Xxxxxx’x sole discretion, ITW Xxxxxx may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW Xxxxxx shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWXxxxxx, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW Seller agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITWSeller’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW Seller written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW Seller in the defense and settlement of such Claim; and (c) Purchaser allows ITW Seller the right to defend and settle such Claim at ITWSeller’s expense If a suit or claim results in any injunction or order that would prevent ITW Seller from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWSeller, otherwise cause ITW Seller to be unable to supply such parts or Products, ITW Seller may do one or more of the following: (i) secure an appropriate license to permit ITW Seller to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW Seller cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITWSeller’s sole discretion, ITW Seller may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW Seller shall have no liability or duty to defend and indemnify Purchaser against any Claim Claim, and Purchaser shall be solely liable for Claims relating to: (1a) the use misuse of any part or Product, including (2i) the modification of, or damage to, any Seller provided label or (ii) affixing Seller provided labels to any Product other than the Product specified on Seller’s provided label (b) the combination of any part or Product with any other part or product not supplied by ITWSeller, or (3c) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW M&C agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITWM&C’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW M&C written notice of such Claim immediately after the Purchaser has notice of such Claim, (bClaim,(b) Purchaser cooperates with ITW M&C in the defense and settlement of such Claim; and and (c) Purchaser allows ITW M&C the right to defend and settle such Claim at ITWM&C’s expense If a suit or claim results in any injunction or order that would prevent ITW M&C from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWM&C, otherwise cause ITW M&C to be unable to supply such parts or Products, ITW M&C may do one or more of the following: (i) secure an appropriate license to permit ITW M&C to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW M&C cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITWM&C’s sole discretion, ITW M&C may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW M&C shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWM&C, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW Buehler agrees to defend and indemnify Purchaser Buyer against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s Xxxxxxx’x proprietary Product to Purchaser Buyer as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, , (a) Purchaser Buyer supplies ITW Buehler written notice of such Claim immediately after the Purchaser Buyer has notice of such Claim, (b) Purchaser Buyer cooperates with ITW Buehler in the defense and settlement of such Claim; and (c) Purchaser Buyer allows ITW Buehler the right to defend and settle such Claim at ITW’s Xxxxxxx’x expense If a suit or claim results in any injunction or order that would prevent ITW Buehler from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWBuehler, otherwise cause ITW Buehler to be unable to supply such parts or Products, ITW Buehler may do one or more of the following: (i) secure an appropriate license to permit ITW Buehler to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-non- infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW Buehler cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITW’s Xxxxxxx’x sole discretion, ITW Buehler may discontinue selling the part or Product without any further liability to PurchaserBuyer. Notwithstanding the foregoing, ITW Buehler shall have no liability or duty to defend and indemnify Purchaser Buyer against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWBuehler, or (3) any part or Product or process that is designed or specified by PurchaserBuyer.

Infringement and Indemnification. Except as set forth below, ITW agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s proprietary domesti Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser subjseer ct matte supplies ITW written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW in the defense and settlement of such Claim; and (c) Purchaser allows ITW the right to defend and settle such Claim at ITW’s expense If if a suit or claim results in any injunction or order that would prevent ITW from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITW, otherwise cause ITW to be unable to supply such parts or Products, ITW may do one or more of the following: (i) secure an appropriate license to permit ITW to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW cannot reasonably accomplish the actions specified in subsections (i) – –(iii), then in ITW’s sole discretionhedpairt sor cretion, ITW may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITW, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW Signode agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITWSignode’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW Signode written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW Signode in the defense and settlement of such Claim; and (c) Purchaser allows ITW Signode the right to defend and settle such Claim at ITWSignode’s expense If a suit or claim results in any injunction or order that would prevent ITW Signode from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWSignode, otherwise cause ITW Signode to be unable to supply such parts or Products, ITW Signode may do one or more of the following: (i) secure an appropriate license to permit ITW Signode to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW Signode cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITWSignode’s sole discretion, ITW Signode may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW Signode shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWSignode, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW Seller agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITWSeller’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW Seller written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW Seller in the defense and settlement of such Claim; and (c) Purchaser allows ITW Seller the right to defend and settle such Claim at ITWSeller’s expense If a suit or claim results in any injunction or order that would prevent ITW Seller from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWSeller, otherwise cause ITW Seller to be unable to supply such parts or Products, ITW Seller may do one or more of the following: (i) secure an appropriate license to permit ITW Seller to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-non- infringing but practically equivalent part or Product; or (iv) if ITW Seller cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITWSeller’s sole discretion, ITW Seller may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW Seller shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWSeller, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW Xxxxxx agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s Brooks’ proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW Xxxxxx written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW Xxxxxx in the defense and settlement of such Claim; and (c) Purchaser allows ITW Xxxxxx the right to defend and settle such Claim at ITW’s expense Xxxxxx’ expense. If a suit or claim results in any injunction or order that would prevent ITW Xxxxxx from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWXxxxxx, otherwise cause ITW Xxxxxx to be unable to supply such parts or Products, ITW Xxxxxx may do one or more of the following: (i) secure an appropriate license to permit ITW Xxxxxx to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW Xxxxxx cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITW’s Xxxxxx’ sole discretion, ITW Xxxxxx may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW Xxxxxx shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWBrooks, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. 17.1 Except as set forth below, ITW agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) provided that: 17.1.1 Purchaser supplies ITW written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) ; 17.1.2 Purchaser cooperates with ITW in the defense and settlement of such Claim; and (c) and 17.1.3 Purchaser allows ITW the right to defend and settle such Claim at ITW’s expense expense. 17.2 If a suit or claim results in any injunction or order that would prevent ITW from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITW, otherwise cause ITW to be unable to supply such parts or Products, ITW may do one or more of the following: (i) : 17.2.1 secure an appropriate license to permit ITW to continue supplying those parts or Products; (ii) ; 17.2.2 modify the appropriate part or Product so that it becomes non-infringing; (iii) or 17.2.3 replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if . 17.3 If ITW cannot reasonably accomplish the actions specified in subsections (i) – (iii)clause 17.2, then in ITW’s sole discretion, ITW may discontinue selling the part or Product without any further liability to Purchaser. . 17.4 Notwithstanding the foregoing, ITW shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) : 17.4.1 the use of any part or Product, (2) ; 17.4.2 the combination of any part or Product with any other part or product not supplied by ITW, or (3) or 17.4.3 any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW NEM-PAK agrees to defend and indemnify Purchaser Buyer against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITWNEM-PAK’s proprietary Product to Purchaser Buyer as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser Buyer supplies ITW NEM-PAK written notice of such Claim immediately after the Purchaser Buyer has notice of such Claim, (b) Purchaser Buyer cooperates with ITW NEM-PAK in the defense and settlement of such Claim; and (c) Purchaser Buyer allows ITW NEM-PAK the right to defend and settle such Claim at ITWNEM-PAK’s expense If a suit or claim results in any injunction or order that would prevent ITW NEM-PAK from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWNEM-PAK, otherwise cause ITW NEM-PAK to be unable to supply such parts or Products, ITW NEM-PAK may do one or more of the following: (i) secure an appropriate license to permit ITW NEM-PAK to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW NEM-PAK cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITWNEM-PAK’s sole discretion, ITW NEM-PAK may discontinue selling the part or Product without any further liability to PurchaserBuyer. Notwithstanding the foregoing, ITW NEM-PAK shall have no liability or duty to defend and indemnify Purchaser Buyer against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWNEM-PAK, or (3) any part or Product or process that is designed or specified by PurchaserBuyer.

Infringement and Indemnification. Except as set forth below, ITW Xxxxxxx agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITWBernard’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW Xxxxxxx written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW Xxxxxxx in the defense and settlement of such Claim; and (c) Purchaser allows ITW Xxxxxxx the right to defend and settle such Claim at ITWBernard’s expense If a suit or claim results in any injunction or order that would prevent ITW Xxxxxxx from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWXxxxxxx, otherwise cause ITW Xxxxxxx to be unable to supply such parts or Products, ITW Xxxxxxx may do one or more of the following: (i) secure an appropriate license to permit ITW Xxxxxxx to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-non- infringing but practically equivalent part or Product; or (iv) if ITW Xxxxxxx cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITWBernard’s sole discretion, ITW Xxxxxxx may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW Xxxxxxx shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWXxxxxxx, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW Seller agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITWSeller’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW Seller written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW Seller in the defense and settlement of such Claim; and (c) Purchaser allows ITW Seller the right to defend and settle such Claim at ITWSeller’s expense If a suit or claim results in any injunction or order that would prevent ITW Seller from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWSeller, otherwise cause ITW Seller to be unable to supply such parts or Products, ITW Seller may do one or more of the following: (i) secure an appropriate license to permit ITW Seller to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-non- infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW Seller cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITWSeller’s sole discretion, ITW Seller may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW Seller shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWSeller, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. Except as set forth below, ITW XxxxxXxxx agrees to defend and indemnify Purchaser Buyer against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITWSolarEdge’s proprietary Product to Purchaser Buyer as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser Buyer supplies ITW SolarEdge written notice of such Claim immediately after the Purchaser Buyer has notice of such Claim, (b) Purchaser Buyer cooperates with ITW SolarEdge in the defense and settlement of such Claim; and (c) Purchaser Buyer allows ITW SolarEdge the right to defend and settle such Claim at ITWSolarEdge’s expense If a suit or claim results in any injunction or order that would prevent ITW SolarEdge from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITWSolarEdge, otherwise cause ITW SolarEdge to be unable to supply such parts or Products, ITW SolarEdge may do one or more of the following: (i) secure an appropriate license to permit ITW SolarEdge to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW SolarEdge cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITWSolarEdge’s sole discretion, ITW SolarEdge may discontinue selling the part or Product without any further liability to PurchaserBuyer. Notwithstanding the foregoing, ITW SolarEdge shall have no liability or duty to defend and indemnify Purchaser Buyer against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITWSolarEdge, or (3) any part or Product or process that is designed or specified by PurchaserBuyer.

Infringement and Indemnification. 25.1 Except as set forth below, ITW agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, Purchaser – (ai) Purchaser supplies ITW written notice of such Claim immediately after the Purchaser has notice of such Claim, ; (bii) Purchaser cooperates with ITW in the defense defence and settlement of such Claim; and and (ciii) Purchaser allows ITW the right to defend and settle such Claim at ITW’s expense expense. 25.2 If a suit or claim results in any injunction or order that would prevent ITW from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITW, otherwise cause ITW to be unable to supply such parts or Products, ITW may do one or more of the following: : (i) secure an appropriate license to permit ITW to continue supplying those parts or Products; ; (ii) modify the appropriate part or Product so that it becomes non-non- infringing; ; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or or (iv) if ITW cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITW’s sole discretion, ITW may discontinue selling the part or Product without any further liability to Purchaser. . 25.3 Notwithstanding the foregoingthis clause 25, ITW shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: : (1i) the use of any part or Product, ; (2ii) the combination of any part or Product with any other part or product not supplied by ITW, or ; or (3iii) any part or Product or process that is designed or specified by Purchaser.