INDEMNIFICATION BY BTI Clause Samples
The "Indemnification by BTI" clause requires BTI to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions related to the agreement. Typically, this means that if a third party brings a claim against the other party due to BTI's conduct—such as breach of contract, negligence, or infringement of rights—BTI must cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that the party responsible for certain actions bears the financial consequences, thereby protecting the other party from unforeseen liabilities.
INDEMNIFICATION BY BTI. BTI shall to indemnify and hold ▇▇▇▇▇▇▇▇▇ harmless against, and will reimburse ▇▇▇▇▇▇▇▇▇ on demand for, any payment, loss, cost or expense (including reasonable attorney's fees and reasonable costs of investigation incurred in defending against such payment, loss, cost or expense or claim therefor) made or incurred by or asserted against ▇▇▇▇▇▇▇▇▇ in respect of any omission, misrepresentation, breach of warranty, or nonfulfillment or breach of any term, provision, covenant or agreement on the part of BTI contained in this Agreement, or from any misrepresentation in, or omission from any document to be furnished to ▇▇▇▇▇▇▇▇▇ pursuant to this Agreement or from the failure of BTI to have and deliver good and marketable title to the Collateral.
INDEMNIFICATION BY BTI. BTI shall, up to the maximum amount of its product liability insurance, indemnify, hold harmless and defend Licensee, its Affiliates and their respective directors, officers, employees and agents (“Advance Indemnitees”) from and against any and all Losses arising from or occurring as a result of a third party’s claim, action, suit, judgment or settlement against an Advance Indemnitee that is due to or based upon: (a) any breach of any representation or warranty of BTI hereunder; (b) the failure of BTI to perform any of its duties or obligations set forth in this Agreement; (c) any act of gross negligence or intentional misconduct by BTI in connection with any action or transaction under this Agreement, including manufacture, testing, handling, packaging, labeling, storage or supply of Product while it is in the possession or control of BTI or its Affiliates. BTI shall have no liability under this Section 7.2 for any infringement based on the use of any Product if the Product is used in a manner or for a purpose for which it was not reasonably intended. BTI's obligations under this Section 6.2 shall survive termination or expiration of this Agreement.
INDEMNIFICATION BY BTI. From and after the Closing, BTI and its successors and assigns shall indemnify and hold MRG and its directors, officers, employees, agents, counsel, assigns or representatives harmless from and against any and all losses, liabilities, obligations, damages (whether actual, punitive or consequential), deficiencies, costs or expenses (including interest, penalties and reasonable attorney's fees and disbursements), arising from, asserted against or associated with:
(a) a breach of any representation or warranty made by BTI herein; (b) failure by BTI to perform any covenant, obligation or agreement made herein; or (c) the past, present or future operations of BTI.