Indemnity by Adobe Sample Clauses

Indemnity by Adobe. Subject to the limitations set forth below, Adobe will defend End User against any claims, suits or proceedings brought by a third party against End User to the extent that each such claim, suit or proceeding is based upon an allegation that the Software ordered under this Agreement and paid for by End User directly infringes any U.S. copyright or any U.S. patent issued as of the Effective Date (an “Infringement Claim”). Adobe shall pay End User the damages, costs, and expenses (including reasonable legal fees) finally awarded against End User by a court of competent jurisdiction (or settlements agreed to in writing by Adobe), directly attributable to such Infringement Claim. Adobe's obligations under this Section are conditioned on End User (i) notifying Adobe in writing promptly after End User becomes aware of an Infringement Claim, (ii) allowing Adobe the right to have sole control of the investigation, defense and settlement of the Infringement Claim, (iii) cooperating fully with Adobe in the investigation, defense and settlement of the Infringement Claim (at Adobe’s reasonable expense), and (iv) making no admission of liability or fault on behalf of itself or Adobe. In the event any Infringement Claim is made or, in Adobe’s sole judgment, is likely to be made, Adobe may, at its discretion, either (I) procure for End User the right to continue to use the Software, as such use is specifically provided for in this Agreement, (II) replace or modify the Software to avoid infringement, or (III) terminate End User’s license to the Software upon written notice to End User and pay to End User an amount equal to the pro-rata value of the Software, calculated by depreciating the license fee paid by End User, whether directly to Adobe, or to a third- party, for such Software on a straight-line basis using a useful life of thirty-six (36) months from the date of initial delivery of the Software to End User, provided that End User purges all copies of the Software and related materials from all computer systems on which it was stored and returns to Adobe all physical copies of the Software and related materials. Notwithstanding the foregoing, Adobe shall have no obligation under this Section 11.d with respect to any Infringement Claim arising in whole or in part from (a) modification of the Software by anyone other than Adobe, (b) use of the applicable Software in combination or conjunction with any equipment, data, devices or software where in the absence of such ...