By Diamond Sample Clauses

By Diamond. Diamond hereby agrees to defend, indemnify and hold Distributor, its directors, officers, employees, agents and Affiliates harmless from and against any loss, claim, action, damage, expense or liability (including defense costs and attorneys' fees) resulting from any third party claim or suit arising out of or relating to Diamond's failure to manufacture a Product in compliance with its Specifications; provided, however, that the foregoing indemnity obligations shall not apply where such claim is the result of the willful misconduct or negligent act of Distributor or its Affiliates, and there shall be apportionment in accordance with responsibility when such obligation derives in part from such acts of Diamond and in part from such acts of Distributor and its Affiliates.
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By Diamond. Diamond shall indemnify and hold harmless Marvel and its parent corporations and subsidiaries, and their respective officers, directors, employees, agents and shareholders from all damages, losses and reasonable expenses (including reasonable attorneys fees) arising out of (i) Diamond's breach of its representations, warranties and covenants hereunder, or (ii) the negligence of Diamond in performing its services hereunder.
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Related to By Diamond

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