General Representations and Indemnification Sample Clauses

General Representations and Indemnification. (a) Each of the parties hereto represents and warrants to the other that: (i) it has the right, power and authority to enter into and to fully perform this Agreement and that such performance will not breach any agreement or applicable law; (ii) when executed and delivered, this Agreement shall constitute a valid and binding obligation of such party; and (iii) it has not entered and shall not enter into any agreement or arrangement that could reasonably be expected to limit the performance of its obligations, or diminish or impair the rights of the other party, hereunder. (b) Each party hereto (the "indemnifying party") shall indemnify, defend and hold the other party and its respective affiliates, officers, directors, managers, members, employees and agents harmless from and against any and all costs, liabilities, losses, damages and expenses, including reasonable attorneys' fees and court costs, and amounts paid in settlement, resulting from or arising out of any claim, suit, action or proceeding brought against the other party (the "indemnified party") by a third party based on: (i) allegations that, if true, would constitute a breach of any of the representations, warranties, covenants or obligations made by the indemnifying party in this Agreement; (ii) any product liability claims with respect to the indemnifying party's (and its affiliates') products; or (iii) the indemnifying party's gross negligence or willful misconduct. The indemnified party shall provide the indemnifying party with such reasonable cooperation and assistance as may reasonably be required from time to time in the defense of any such claim, suit, action or proceeding.