By Northland. Northland shall defend, indemnify and hold Ocean Spray harmless from and against any and all liability, loss, damage, cost or expense incurred by Ocean Spray (including reasonable attorney’s fees) arising out of or in connection with (i) the breach of Northland’s representations, warranties and obligations hereunder (unless such breach is caused by a breach of Ocean Spray’s representations, warranties and obligations hereunder), (ii) the incorporation of the Concentrate into another product, unless the Concentrate failed to meet any of Ocean Spray’s representations and warranties herein (iii) any recall to the extent such recall is attributable to the breach of Northland’s representations and warranties herein and (iv) intellectual property infringement arising out of the use of Northland’s or its third-party licensors’ trademarks, trade names, copyrights, brands, marketing, label, designs or any other proprietary right at the direction of Northland; provided, however, that such indemnification in (i) through (iv) shall not apply to the extent that such losses, claims, damages and liabilities arise from the willful misconduct or gross negligence of Ocean Spray or its representatives or subcontractors .
By Northland. In the event Ocean Spray breaches any representation or warranty or fails to perform any obligation in this Agreement, Northland may, in its sole discretion, after providing Ocean Spray with a 60-day written notice to cure, terminate this Agreement, provided that Northland shall have the ability to terminate this Agreement in the event any nonpayment to Northland is not received within 30 days of notice of default, unless such nonpayment is disputed in good faith by Ocean Spray.
By Northland. 29 10.2. By Cliffstar....................................................30 10.3. Indemnification of Third-Party Claims...........................30 10.4. Payment.........................................................31 10.5. Limitations on Indemnification..................................32 10.6. No Waiver.......................................................32
By Northland. Subject to the terms and conditions of this Article 10, Northland hereby agrees to indemnify, defend and hold harmless Cliffstar, and its directors, officers, employees and controlled and controlling persons (hereinafter "Cliffstar's Affiliates"), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Cliffstar, Cliffstar's Affiliates or the business and assets transferred to Cliffstar pursuant to this Agreement, directly or indirectly, by reason of, arising out of or resulting from
(a) the inaccuracy or breach of any representation or warranty of Northland contained in or made pursuant to this Agreement;
(b) the breach of any covenant of Northland contained in this Agreement;
(c) any Claim brought by or on behalf of any broker or finder retained, employed or used by Northland or any of its directors, officers, employees or agents in connection with the transactions provided for herein or the negotiation thereof, whether or not disclosed herein; or
(d) any Claim of or against Northland, the Purchased Assets or the business of Northland not specifically assumed by Cliffstar pursuant hereto.
(e) any Claim arising out of or resulting from noncompliance with any applicable bulk sales or bulk transfer rules pursuant to Section 6.6 hereof.
