Common use of Patent Indemnity Clause in Contracts

Patent Indemnity. ZEISS will defend or settle any claim, suit or proceeding brought against Xxxxx based on allegations that ZEISS’s manufacture or sale of the Product(s) infringe a third-party patent, provided that: Buyer timely notifies ZEISS of such claim, suit or proceeding; Buyer renders all reasonable cooperation to ZEISS; and Xxxxx gives ZEISS the sole authority to defend or settle the same. If the Product(s) are held to infringe any patent and the use of the Product(s) is enjoined, ZEISS will have the option, in its sole discretion, to (i) procure Buyer the right to use the Product(s); (ii) modify the Product(s) so that they no longer infringe; or (iii) upon the return of the Product(s), refund Buyer the then fair market value of the Product(s) and accept the return thereof. This indemnification will not apply to changes made by ZEISS at Buyer’s instruction or by Buyer, or by the use of third-party items in conjunction with the Product(s) (unless sold or directed by ZEISS). In no event will ZEISS’s total liability to Buyer with respect to any infringement or misappropriation exceed the depreciated value of the Product(s).

Patent Indemnity. ZEISS will defend or settle any claim, suit or proceeding brought against Xxxxx Buyer based on allegations that ZEISS’s manufacture or sale of the Product(s) infringe on a third-third party patent, provided that: Buyer ZEISS is notified timely notifies ZEISS of such claim, suit or proceeding; Buyer renders all reasonable cooperation to ZEISS; and Xxxxx Buyer gives ZEISS the sole authority to defend or settle the same. If the Product(s) are held to infringe on any patent and the use of the Product(s) is enjoined, ZEISS will have the option, in at its sole discretion, to discretion (i) to procure Buyer the right to use the Product(s); ) or (ii) to modify the Product(s) so that they no longer infringe; infringe or (iii) upon the return of the Product(s), refund Buyer the then fair market depreciated value of the Product(s) and accept the return thereof. This indemnification indemnity will not apply to changes made by ZEISS at Buyer’s instruction or by Buyer, or by the use of third-third party items in conjunction with the Product(s) (unless sold or directed by ZEISS). In no event will ZEISS’s total liability to Buyer with respect to any infringement or misappropriation will not exceed the depreciated value of the Product(s).

Patent Indemnity. ZEISS Zeiss will defend or settle any claim, suit or proceeding brought against Xxxxx Buyer based on allegations that ZEISS’s manufacture or sale of the Product(s) infringe on a third-third party patent, provided that: Buyer Zeiss is notified timely notifies ZEISS of such claim, suit or proceeding; Buyer renders all reasonable cooperation to ZEISSZeiss; and Xxxxx Buyer gives ZEISS Zeiss the sole authority to defend or settle the same. If the Product(s) are held to infringe on any patent and the use of the Product(s) is enjoined, ZEISS Zeiss will have the option, in at its sole discretion, to discretion (i) to procure Buyer the right to use the Product(s); ) or (ii) to modify the Product(s) so that they no longer infringe; infringe or (iii) upon the return of the Product(s), refund Buyer the then fair market depreciated value of the Product(s) and accept the return thereof. This indemnification indemnity will not apply to changes made by ZEISS Zeiss at Buyer’s instruction or by Buyer, or by the use of third-third party items in conjunction with the Product(s) (unless sold or directed by ZEISSZeiss). In no event will ZEISSZeiss’s total liability to Buyer with respect to any infringement or misappropriation will not exceed the depreciated value of the Product(s).

Patent Indemnity. ZEISS will defend or settle any claim, suit or proceeding brought against Xxxxx based on allegations that ZEISS’s manufacture or sale of the Product(s) infringe on a third-third party patent, provided that: Buyer ZEISS is notified timely notifies ZEISS of such claim, suit or proceeding; Buyer renders all reasonable cooperation to ZEISS; and Xxxxx gives ZEISS the sole authority to defend or settle the same. If the Product(s) are held to infringe on any patent and the use of the Product(s) is enjoined, ZEISS will have the option, in at its sole discretion, to discretion (i) to procure Buyer the right to use the Product(s); ) or (ii) to modify the Product(s) so that they no longer infringe; infringe or (iii) upon the return of the Product(s), refund Buyer the then fair market depreciated value of the Product(s) and accept the return thereof. This indemnification indemnity will not apply to changes made by ZEISS at Buyer’s instruction or by Buyer, or by the use of third-third party items in conjunction with the Product(s) (unless sold or directed by ZEISS). In no event will ZEISS’s total liability to Buyer with respect to any infringement or misappropriation will not exceed the depreciated value of the Product(s).

Patent Indemnity. ZEISS will defend or settle any claim, suit or proceeding brought against Xxxxx based on allegations that ZEISS’s manufacture or sale of the Product(s) infringe a third-party patent, provided that: (i) Buyer timely notifies ZEISS of such claim, suit or proceeding; (ii) Buyer renders all reasonable cooperation to ZEISS; and (iii) Xxxxx gives ZEISS ZEISS, in writing, the sole authority to defend or settle the same. If the Product(s) are held to infringe any patent and the use of the Product(s) is enjoined, ZEISS will have the option, in its sole discretion, to discretion to: (i) procure Buyer the right to use the Product(s); (ii) modify the Product(s) so that they no longer infringe; or (iii) upon the return of the Product(s), refund Buyer the then fair market value of the Product(s) and accept the return thereof. This indemnification will not apply to changes made by ZEISS at Buyer’s instruction or by Buyer, or by the use of third-party items in conjunction with the Product(s) (unless sold or directed by ZEISS). In no event will ZEISS’s ’ total liability to Buyer with respect to any infringement or misappropriation exceed the depreciated value of the Product(s).

Patent Indemnity. ZEISS will defend or settle any claim, suit or proceeding brought against Xxxxx Buyer based on allegations that ZEISS’s manufacture or sale of the Product(s) infringe a third-party patent, provided that: Buyer timely notifies ZEISS of such claim, suit or proceeding; Buyer renders all reasonable cooperation to ZEISS; and Xxxxx Buyer gives ZEISS in writing the sole authority to defend or settle the same. If the Product(s) are held to infringe any patent and the use of the Product(s) is enjoined, ZEISS will have the option, in at its sole discretion, to discretion (i) to procure Buyer the right to use the Product(s); ) or (ii) to modify the Product(s) so that they no longer infringe; infringe or (iii) upon the return of the Product(s), refund Buyer the then fair market value of the Product(s) and accept the return thereof. This indemnification will not apply to changes made by ZEISS at Buyer’s instruction or by Buyer, or by the use of third-party items in conjunction with the Product(s) (unless sold or directed by ZEISS). In no event will ZEISS’s ’ total liability to Buyer with respect to any infringement or misappropriation exceed the depreciated value of the Product(s).

Patent Indemnity. ZEISS will defend or settle any claim, suit or proceeding brought against Xxxxx based on allegations that ZEISS’s manufacture or sale of the Product(s) infringe Product infringes a third-party patent, provided that: Buyer timely notifies ZEISS of such claim, suit or proceeding; Buyer renders shall render all reasonable cooperation to ZEISSZEISS in connection with the defence of such claim, suit or proceeding; and Xxxxx gives ZEISS the sole authority to defend or settle the same. If the Product(s) are Product is held to infringe any patent and the use of the Product(s) Product is enjoined, ZEISS will have the option, in at its sole discretion, to discretion (i) to procure Buyer the right to use the Product(s); Product or (ii) to modify the Product(s) Product so that they no longer infringe; infringe such patent or (iii) upon the return of the Product(s)Product, refund Buyer the then fair market value of the Product(s) Product and accept the return thereof. This indemnification will not apply to changes made by ZEISS at Buyer’s instruction or by Buyer, or by the use of third-party items in conjunction with the Product(s) Product (unless sold or directed by ZEISS). In no event will ZEISS’s ’ total liability to Buyer under this Section 15.3 with respect to any infringement or misappropriation exceed the depreciated value of the Product(s)Product.

Patent Indemnity. ZEISS will defend or settle any claim, suit or proceeding brought against Xxxxx Buyer based on allegations that ZEISS’s manufacture or sale of the Product(s) infringe Product infringes a third-party patent, provided that: Buyer timely notifies ZEISS of such claim, suit or proceeding; Buyer renders shall render all reasonable cooperation to ZEISSZEISS in connection with the defence of such claim, suit or proceeding; and Xxxxx Buyer gives ZEISS the sole authority to defend or settle the same. If the Product(s) are Product is held to infringe any patent and the use of the Product(s) Product is enjoined, ZEISS will have the option, in at its sole discretion, to discretion (i) to procure Buyer the right to use the Product(s); Product or (ii) to modify the Product(s) Product so that they no longer infringe; infringe such patent or (iii) upon the return of the Product(s)Product, refund Buyer the then fair market value of the Product(s) Product and accept the return thereof. This indemnification will not apply to changes made by ZEISS at Buyer’s instruction or by Buyer, or by the use of third-party items in conjunction with the Product(s) Product (unless sold or directed by ZEISS). In no event will ZEISS’s ’ total liability to Buyer under this Section 15.3 with respect to any infringement or misappropriation exceed the depreciated value of the Product(s)Product.

Patent Indemnity. ZEISS will defend or settle any claim, suit or proceeding brought against Xxxxx Buyer based on allegations that ZEISS’s manufacture or sale of the Product(s) infringe a third-party patent, provided that: (i) Buyer timely notifies ZEISS of such claim, suit or proceeding; (ii) Buyer renders all reasonable cooperation to ZEISS; and Xxxxx (iii) Buyer gives ZEISS ZEISS, in writing, the sole authority to defend or settle the same. If the Product(s) are held to infringe any patent and the use of the Product(s) is enjoined, ZEISS will have the option, in its sole discretion, to discretion to: (i) procure Buyer the right to use the Product(s); (ii) modify the Product(s) so that they no longer infringe; or (iii) upon the return of the Product(s), refund Buyer the then fair market value of the Product(s) and accept the return thereof. This indemnification will not apply to changes made by ZEISS at Buyer’s instruction or by Buyer, or by the use of third-party items in conjunction with the Product(s) (unless sold or directed by ZEISS). In no event will ZEISS’s ’ total liability to Buyer with respect to any infringement or misappropriation exceed the depreciated value of the Product(s).