CHROMADEX Indemnification Sample Clauses
CHROMADEX Indemnification. CHROMADEX will indemnify and hold harmless GM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of (individually, a “Liability” and collectively, the “Liabilities”):
(a) breach by CHROMADEX of any covenant or agreement contained in this Agreement;
(b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Licensed Products by CHROMADEX, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. CHROMADEX will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from:
(i) any product liability or other claim of any kind related to the use by a third party of a Licensed Product that was manufactured, sold, distributed or otherwise disposed by CHROMADEX, its Affiliates, assignees, vendors or other third parties;
(ii) clinical trials or studies conducted by or on behalf of CHROMADEX relating to any Licensed Product and the Patent Rights, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study;
(iii) CHROMADEX’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of a Licensed Product.
CHROMADEX Indemnification. ChromaDex hereby agrees to indemnify, defend and hold harmless GRACE, its officers, directors, employees and agents (the “GRACE Indemnified Parties”) from and against any damages resulting from or in connection with any Claims that it may hereafter incur, become responsible for or pay out as a result of death or bodily injury to any person (including ChromaDex’s employees, subcontractors, servants, agents, or customers), destruction or damage to any property, contamination of or adverse effects on the environment, or violation of any federal, state or local law, caused, in whole or in part, by any act or omission of ChromaDex, its officers, directors, employees, subcontractors, agents, or customers in the performance of this Agreement or in the sale or marketing of the Products (or other materials containing the Products), except to the extent that such Claims are due to GRACE’s gross negligence or reckless or willful misconduct. GRACE and ChromaDex shall reasonably cooperate in connection with the defense of any Third Party Claim with respect to which indemnity may be sought from ChromaDex pursuant to this Section 9(a).
CHROMADEX Indemnification. ChromaDex shall at all times during the Term of this Agreement and thereafter indemnify, defend, and hold Suntava, its directors, officers, employees, and affiliates harmless against all claims, proceedings, demands, and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys' fees (hereinafter “Claims”), arising out of any breach of any representation, warranty, or covenant expressly made by ChromaDex in this Agreement.