Indemnification by Each Party Sample Clauses
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Indemnification by Each Party. Each Party hereby agrees to indemnify, defend and hold harmless the other Party, its Affiliates, and such Party’s and its Affiliates’ directors, officers, employees, agents, and other representatives (each, an “Indemnitee”; collectively, the “Indemnitees”) from and against any and all damages, liabilities, expenses and/or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from suits, claims, proceedings or causes of action brought by a Third Party against such Indemnitee based on the indemnifying Party, its Affiliates, agents or, to the extent applicable, Sublicensees : (i) breach of a representation or warranty contained in this Agreement; (ii) breach of this Agreement or failure to comply with any applicable laws, rules, or regulations; (iii) performance or non-performance of its obligations under this Agreement; or (iv) development, manufacture, use, sale, distribution, offering for sale, importation, or exportation of Licensed Products (which shall include but not be limited to any liability based on product liability or any personal injury or death resulting from the administration of any Licensed Product to any human subject or patient prior to or following Regulatory Approval thereof); except to the extent such Losses result from any Indemnitee’s (1) breach of a representation or warranty contained in this Agreement; (2) breach of this Agreement or failure to comply with any applicable laws, rules, or regulations; (3) negligence, fraud or willful misconduct; or (4) development, manufacture, use, sale, distribution, offering for sale, importation, or exportation of Licensed Products.
Indemnification by Each Party. Each Party will indemnify and hold harmless the other Party from and against any and all claims, liabilities, losses, suits, and expenses (including reasonable attorneys fees) ("Loss") that arise by virtue of or based upon or arise out of or result directly from the inaccuracy or breach of any representation or warranty made by that Party in Section 8 of this Agreement.
Indemnification by Each Party. Each Service Provider (an “Indemnitor”) shall indemnify, defend, and hold harmless its Service Recipients, their affiliates, successors and assigns, and their respective shareholders, directors, officers, employees, agents and representatives (the “Indemnitees”), from and against any and all claims, liabilities, suits, actions, demands, settlements, fines, penalties, damages including, but not limited to, punitive or exemplary damages, losses, judgments, costs, expenses whatsoever including, but not limited to, reasonable attorneys’ fees (collectively, “Claims”) incurred by the Indemnitees and all costs of defense to the extent resulting or arising, in whole or in part, from the following:
a. The gross negligence, recklessness, willful or intentional tortious misconduct of or by such Indemnitor, its Subcontractor or any of its or their respective directors, officers, employees or agents in performing its obligations under this Agreement, except to the extent that a Claim results from the actions or omissions of the Indemnitor at the specific direction of the Indemnitees;
b. Such Indemnitor’s breach or misuse of Licensed Products, including, but not limited to, breach or misuse by such Indemnitor’s officers, directors, employees, agents or representatives;
c. Any breach by such Indemnitor of this Agreement’s terms and conditions, or any of such Indemnitor’s representations, warranties or covenants contained in this Agreement (including, but not limited to, any failure of such Indemnitor to comply with applicable local, state or federal regulations applicable to the performance of services hereunder);
d. Such Indemnitor’s failure to comply with any Law, to the extent directly attributable to such Indemnitor’s or any Subcontractors acts, errors or omissions; and
e. An Indemnitee’s enforcement and collection of a Indemnitor’s indemnity obligations and duties under this Section 5.1.
Indemnification by Each Party. Buyer and Seller each agree to indemnify, hold harmless, and defend the other, and its successors and assigns, from, and to reimburse the other promptly for, any and all Losses that the other party suffers (a) as the result of the inaccuracy or breach of the indemnifying party's representations or warranties, subject to the limits on Seller's indemnification obligations set forth in Section 10.4 below, or (b) at any time as the result of the breach of any other covenant, undertaking, agreement or other provision of this Agreement by the indemnifying party.
Indemnification by Each Party. In the event that negligence, recklessness or willful misconduct of both Indevus and ▇▇▇▇▇▇ is determined to have contributed to any such Losses, Indevus and ▇▇▇▇▇▇ will each indemnify and hold harmless the other with respect to that portion of the Losses attributable to its respective negligence, recklessness or willful misconduct.
Indemnification by Each Party. During the Term and for two (2) years thereafter, i-STAT and Heska shall each at all times indemnify and hold the other Party and their respective Affiliates, stockholders, directors, officers, employees and agents harmless from and against all liabilities, losses, claims, damages and expenses, including reasonable attorneys' fees and disbursements ("Claims"), to the extent that such arise out of or are in connection with a breach of any covenant, agreement, warranty or representation made by it herein; provided, however, that i-STAT shall not hold Heska and its respective Affiliates, stockholders, directors, officers, employees and agents harmless to the extent that such Claims arise out of or are in connection with a breach of any covenant, agreement, warranty or representation made by Heska regarding the Products (including but not limited to any Extended Warranty). In the event of any Third Party action, the indemnified Party shall have the right to participate in the defense, at its own expense, with counsel of its own choosing.
Indemnification by Each Party