Indemnification by Histogen Clause Samples
Indemnification by Histogen. Histogen shall defend, indemnify and hold harmless Suneva and its Affiliates, and their respective members, managers, directors, employees, officers and agents (collectively, the “Suneva Indemnitees”) from and against any and all Losses which are required to be paid by any Suneva Indemnitee in connection with any Third Party Claim against a Suneva Indemnitee to the extent arising from any allegations: (i) which if true would constitute a breach by Histogen of any representation, warranty, covenant or other provision set forth in this Agreement or (ii) which if true would constitute negligence or willful misconduct of any of the Histogen Indemnitees. The foregoing indemnity obligation shall not apply to the extent that such Losses result from either (A) negligence or willful misconduct of a Suneva Indemnitee or (B) the breach of this Agreement by a Suneva Indemnitee.
Indemnification by Histogen. Histogen shall indemnify, defend and hold Pineworld, its Affiliates, and their respective directors, agents and employees harmless from and against any and all Losses arising in connection with any and all Third Party Claims resulting or otherwise arising from (i) the development, manufacture and/or supply of the Product by or under the control of Histogen, (ii) the breach of any obligations or warranties hereunder by Histogen, (iii) the infringement of any Patent or other Intellectual Property rights of a Third Party in connection with the using, importing or selling of the Product by Pineworld (as set forth below in the Third Party claims provision hereinabove), (iv) the infringement of any Trademark rights of a Third Party in connection with the use of the Histogen Trademarks on or in connection with the sale or other Commercialization of the Product within the Territory, or (v) the intentional act or omission or the negligence of Histogen, except to the extent that such liabilities, demands, damages, or losses arise or result from the intentional act or omission or the negligence of Pineworld.