Hold Harmless by Supplier Clause Samples

Hold Harmless by Supplier. The Supplier shall indemnify, defend and hold Replidyne and Replidyne’s Affiliates and their respective officers, directors, employees, contractors, partners and agents (“Replidyne Indemnitees”) harmless from and against any and all Damages incurred as a result of any claim made or suit brought by a Third Party against a Replidyne Indemnitee arising out of or related to (i) any Defect in the Drug Substance supplied to Replidyne hereunder, and/or (ii) the negligence or intentional misconduct or breach of this Agreement by the Supplier except to the extent that such Damages arise out of or relate to the negligence or intentional misconduct or breach of this Agreement by the Replidyne Indemnitees. Upon receipt of any such claim or suit by any of the Replidyne Indemnitees, Replidyne or such Replidyne Indemnitees shall promptly notify the Supplier in writing of such claim or suit and shall permit the Supplier to defend against and control the defense of such claim or suit; provided, that the Supplier shall not compromise or settle such claim or suit in a manner materially and adversely affecting Replidyne without the written approval of Replidyne and Replidyne shall have the right to participate in the defense of such claim or suit at its own expense. Replidyne or any Replidyne Indemnitee shall not compromise or settle such claim or suit without the prior written approval of the Supplier.