Indemnification by BMI Sample Clauses
Indemnification by BMI. BMI shall indemnify, defend and hold harmless Buyer, from and against any and all Losses which may be incurred or suffered by Buyer and which may arise out of or result from:
(a) any breach of any representation, warranty, covenant or agreement of the BMI contained in this Agreement and
(b) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable legal fees and expenses, incurred in enforcing this indemnity and the indemnity obligations of BMI set forth elsewhere in this Agreement. NUGENE/BMI Business Transfer Indemnity Agreement Notwithstanding anything to the contrary contained in this Agreement, BMI’s obligation to indemnify Buyer shall cease immediately upon the Closing.
Indemnification by BMI. BMI will defend, indemnify and hold Company harmless from any third-party suit or action against Company to the extent such suit or action is based on a claim that the Product infringes any U.S. patent, copyright, trademark or trade secret or other intellectual property right held by such third party; and BMI will pay those damages finally awarded against Company in any monetary settlement of such suit or action. These obligations do not include any claims that arise from the use of the Product in violation of this Agreement or in combination with third party software or hardware not supplied by BMI, or any modification made to the Product by anyone other than BMI. The indemnity obligations set forth in this Section are contingent upon: (a) Company giving prompt written notice to BMI of any such claim(s); (b) BMI having sole control of the defense or settlement of the claim; and (c) at BMI’s request and expense, Company cooperating in the investigation and defense of such claim(s). In the event that the continued use of the Product is enjoined by a court of competent jurisdiction, BMI, at its election will, at its own cost and expense, either (a) procure for Company the right to continue the use of the Product; (b) modify or replace the Product in such a way that the use thereof does not infringe; or as a last resort in the neither of the foregoing alternatives is reasonably feasible, (c) terminate this Agreement by notice to Company and refund to Company an equitable portion of the Fees.