Indemnification by C4T Clause Samples
Indemnification by C4T. C4T shall indemnify, defend and hold MKDG and its Affiliates, and their respective officers, directors, employees, contractors, agents and assigns (each, a “MKDG Indemnified Party”), harmless from and against losses, damages and liability, including reasonable legal expenses and attorneys’ fees, (collectively, “Losses”) to which any MKDG Indemnified Party may become subject as a result of any Third Party demands, claims or actions (“Third Party Claims”) against any MKDG Indemnified Party arising or resulting from:
Indemnification by C4T. 57 14.2. Indemnification by MKDG ..............................................................................57 14.3.
Indemnification by C4T. C4T shall indemnify, hold harmless and defend Roche and its directors, officers, employees and agents from and against any and all losses, expenses, cost of defense (including without limitation attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts Roche becomes legally obligated to pay because of any claim or claims against it to the extent that such claim or claims arise out of [***], except to the extent such losses, expenses, costs and amounts are due to the gross negligence or willful misconduct or failure to act of Roche.
Indemnification by C4T. Subject to the remainder of this Article 13, C4T shall defend, indemnify, and hold Calico, its Affiliates, subcontractors, and Sublicensees, and its and their respective directors, officers, employees and agents (the “Calico Indemnitees”) harmless from and against any and all liabilities, losses, expenses, costs, damages, or other amounts payable to a Third Party claimant as well as any reasonable attorneys’ fees and costs of litigation incurred by such Calico Indemnitees, to the extent that such claims, suits, proceedings or causes of action brought on behalf of such Third party against such Calico Indemnitee that arise from or are based on: [***]; excluding, in each case [***] any damages or other amounts for which Calico has an obligation to indemnify any C4T Indemnitee pursuant to Section 13.1.