By Cyberonics Sample Clauses

By Cyberonics. Notwithstanding anything to the contrary contained herein (including but not limited to the provision of Section 10.9), Cyberonics shall indemnify and hold Distributor harmless from and against all costs, expenses, claims, demands, causes of action, damages and judgments (collectively called “Claim”), including reasonable attorney's fees as follows: (i) Any “Claim” alleging loss or damage, personal injury or death, arising out of the purchase, operation and/or use of the “Products” or any of the “Products” by third parties; and (ii) Any “Claim” alleging that the “Products” or any of the “Products” directly infringe any third party’s legally enforceable intellectual property rights protected by laws in the “Territory”. Excluded from this provision, in addition to any indemnification of Cyberonics by Distributor in accordance with Section 4.19, are any “Claim” which is the result of the negligent or willful act, omission, or misconduct of Distributor, its officers, employees, or agents, including but not limited to: (1) any warranty, express or implied, unauthorized by Cyberonics; or (2) (i) any physical or chemical change in the form of a Product made intentionally by the Distributor,
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