Common use of Infringement Claims – Indemnification by Seller Clause in Contracts

Infringement Claims – Indemnification by Seller. Seller will defend, indemnify and hold harmless Buyer and its officers, directors, employees, agents and shareholders from any liabilities, losses, costs and expenses (including without limitation reasonable out of pocket expenses for attorneys’ fees and costs of litigation) (collectively “Losses”) arising out of a claim made against Buyer by a third party (but excluding claims described in Section 16(b)) for alleged infringement of any U.S. patent, trademark or copyright existing as of the effective date of any Contract and relating to Xxxxx’s lawful use of the Products purchased under such Contract in Buyer’s business. Seller’s obligations hereunder are contingent upon Xxxxx having made all payments to Seller then due at the time the claim arises and not otherwise being in breach of any provision of the Contract as well as Buyer’s complying with the Indemnification Procedures outlined below. Seller may also, at any time, at its option: (i) procure for Buyer the right to continue to use the Products in question, free of any liability for such infringement; or (ii) direct Buyer to cease use of and not market or sell such Products and (1) modify the Products in question so that they become non-infringing; (2) substitute the Products in question with functionally equivalent non-infringing Products; or (3) accept the return of the Products against payment of the Products’ then- depreciated value, computed on a three (3) year straight-line depreciation schedule commencing as of the date of delivery. The obligations set forth in this Section 16(a) shall be Buyer’s sole and exclusive remedy and Seller’s entire liability for any infringement of third-party intellectual property rights as described in this Section 16(a).

Infringement Claims – Indemnification by Seller. Seller will defend, indemnify and hold harmless Buyer and its officers, directors, employees, agents and shareholders from any liabilities, losses, costs and expenses (including without limitation reasonable out of pocket expenses for attorneys’ fees and costs of litigation) (collectively “Losses”) arising out of a claim made against Buyer by a third party (but excluding claims described in Section 16(b)15 (b) for alleged infringement of any U.S. patent, trademark or copyright existing as of the effective date of any Contract and relating to Xxxxx’s Buyer's lawful use of the Products purchased under such Contract in Buyer’s 's business. Seller’s 's obligations hereunder are contingent upon Xxxxx having made all payments to Seller then due at the time the claim arises and not otherwise being in breach of any provision of the Contract as well as Buyer’s complying with the Indemnification Procedures outlined below. Seller may also, at any time, at its option: (i) procure for Buyer the right to continue to use the Products in question, free of any liability for such infringement; or (ii) direct Buyer to cease use of and not market or sell such Products and (1) modify the Products in question so that they become non-non- infringing; (2) substitute the Products in question with functionally equivalent non-infringing Products; or (3) in accordance with Section 12 above, accept the return of the Products against payment of the Products’ then- depreciated value, computed on a three (3) year straight-straight- line depreciation schedule commencing as of the date of delivery. The obligations set forth in this Section 16(a15(a) shall be Buyer’s sole and exclusive remedy and Seller’s entire liability for any infringement of third-third party intellectual property rights as described in this Section 16(a15(a).

Infringement Claims – Indemnification by Seller. Seller will defend, indemnify and hold harmless Buyer and its officers, directors, employees, agents and shareholders from any liabilities, losses, costs and expenses (including without limitation reasonable out of pocket expenses for attorneys’ fees and costs of litigation) (collectively “Losses”) arising out of a claim made against Buyer by a third party (but excluding claims described in Section 16(b14 (b)) for alleged infringement of any U.S. patent, trademark or copyright existing as of the effective date of any Contract and relating to Xxxxx’s Buyer's lawful use of the Products purchased under such Contract in Buyer’s 's business. Seller’s 's obligations hereunder are contingent upon Xxxxx Buyer having made all payments to Seller then due at the time the claim arises and not otherwise being in breach of any provision of the Contract as well as Buyer’s complying with the Indemnification Procedures outlined below. Seller may also, at any time, at its option: (i) procure for Buyer the right to continue to use the Products in question, free of any liability for such infringement; or (ii) direct Buyer to cease use of and not market or sell such Products and (1) modify the Products in question so that they become non-infringing; (2) substitute the Products in question with functionally equivalent non-infringing Products; or (3) in accordance with Section 11 above, accept the return of the Products against payment of the Products’ then- depreciated value, computed on a three (3) year straight-line depreciation schedule commencing as of the date of delivery. The obligations set forth in this Section 16(a14(a) shall be Buyer’s sole and exclusive remedy and Seller’s entire liability for any infringement of third-third party intellectual property rights as described in this Section 16(a14(a).