Common use of By CDI Clause in Contracts

By CDI. CDI, its Affiliates and its Sublicensee(s) will, at all times during the Term of this Agreement and thereafter, indemnify, defend and hold harmless Century, its Affiliates and its Sublicensees, and their respective trustees, directors, officers, shareholders and employees against all liabilities, demands, damages, settlements, suits, claims, proceedings, costs and expenses, including legal expenses and reasonable attorney’s fees, arising out of or relating to (a) any material breach by CDI of any of its representations, warranties or obligations pursuant to this Agreement, or (b) the willful misconduct or grossly negligent acts of CDI or its Affiliates; excluding, in each case (a) and (b), any damages or other amounts for which Century has an obligations to indemnify CDI pursuant to Section 8.1, as to which damages or amounts each Party shall indemnify the other to the extent of their respective liability for such damages or amounts.

By CDI. CDI, its Affiliates and its Sublicensee(s) will, at all times during the Term of this Agreement and thereafter, indemnify, CDI agrees to defend and hold harmless Century, its Affiliates and its Sublicensees, and their respective trustees, directors, officers, shareholders employees, consultants and employees agents at CDI’s cost and expense, and shall indemnify and hold harmless Century and its Affiliates and their respective directors, officers, employees, consultants and agents from and against all any liabilities, demandslosses, costs, damages, settlements, suits, claims, proceedings, costs and expenses, including legal fees or expenses and reasonable attorney’s fees, arising out of any Third Party (excluding any Affiliate) claim, suit, action or demand relating to (a) any material breach by CDI of any of its representations, warranties or obligations pursuant to this Agreement, (b) personal injury, property, damage or other damage resulting from the Exploitation of Licensed Products in the Field outside the Territory by or on behalf of CDI, its Affiliates or Sublicensees or (bc) the willful misconduct or grossly negligent acts of CDI or CDI, its Affiliates, subcontractors, licensee or Sublicensees (excluding Century and its Affiliates as licensees or Sublicensees to CDI hereunder); excluding, in each case (a), (b) and (bc), any damages or other amounts for which Century has an obligations to indemnify CDI pursuant to Section 8.1, as to which damages or amounts each Party shall indemnify the other to the extent of their respective liability for such damages or amounts.