Common use of Indemnification by MagneGas Clause in Contracts

Indemnification by MagneGas. MagneGas shall defend and/or settle any and all third party claims, suits, and actions asserted against GAS, its Affiliates, or their respective employees, officers, directors, managers, shareholders, members, agents, Affiliates, successors, and assigns (each, a “GAS Indemnified Party”), to the extent such claims, suits or actions arise from or are based on (i) any breach by MagneGas of any of its representations, or warranties set forth in Article 8 or (ii) an actual or alleged claim of infringement or misappropriation of a patent, copyright, trademark or trade secret of any third party in connection with GAS’s use of the Gasifier. All settlements under this Section 11.1 shall be subject to discussion with GAS and shall require the prior written consent of both Parties. GAS (and the applicable GAS Indemnified Parties) shall at all times have the option, at its own expense, to participate in the defense or settlement of the claim, suit, or action (including, without limitation, through counsel of its own selection). In addition, MagneGas shall indemnify and hold harmless the GAS Indemnified Parties from and against any and all Losses suffered or incurred by any of them in connection with any such claims, suits, or actions.

Indemnification by MagneGas. MagneGas shall defend and/or settle any and all third party claims, suits, and actions asserted against GASTALON, its Affiliates, or their respective employees, officers, directors, managers, shareholders, members, agents, Affiliates, successors, and assigns (each, a “GAS TALON Indemnified Party”), to the extent such claims, suits or actions arise from or are based on (i) any breach by MagneGas of any of its representations, or warranties set forth in Article 8 or (ii) an actual or alleged claim of infringement or misappropriation of a patent, copyright, trademark or trade secret of any third party in connection with GASTALON’s use of the GasifierMagneGas Systems. All settlements under this Section 11.1 shall be subject to discussion with GAS TALON and shall require the prior written consent of both Parties. GAS TALON (and the applicable GAS TALON Indemnified Parties) shall at all times have the option, at its own expense, to participate in the defense or settlement of the claim, suit, or action (including, without limitation, through counsel of its own selection). In addition, MagneGas shall indemnify and hold harmless the GAS TALON Indemnified Parties from and against any and all Losses suffered or incurred by any of them in connection with any such claims, suits, or actions.

Indemnification by MagneGas. MagneGas shall defend and/or settle any and all third party claims, suits, and actions asserted against GASTALON, its Affiliates, or their respective employees, officers, directors, managers, shareholders, members, agents, Affiliates, successors, and assigns (each, a “GAS TALON Indemnified Party”), to the extent such claims, suits or actions arise from or are based on (i) any breach by MagneGas of any of its representations, or warranties set forth in Article 8 or (ii) an actual or alleged claim of infringement or misappropriation of a patent, copyright, trademark or trade secret of any third party in connection with GASTALON’s use of the GasifierSecond MagneGas System. All settlements under this Section 11.1 shall be subject to discussion with GAS TALON and shall require the prior written consent of both Parties. GAS TALON (and the applicable GAS TALON Indemnified Parties) shall at all times have the option, at its own expense, to participate in the defense or settlement of the claim, suit, or action (including, without limitation, through counsel of its own selection). In addition, MagneGas shall indemnify and hold harmless the GAS TALON Indemnified Parties from and against any and all Losses suffered or incurred by any of them in connection with any such claims, suits, or actions.

Indemnification by MagneGas. MagneGas shall defend and/or settle any and all third party claims, suits, and actions asserted against GASCSE, its Affiliates, or their respective its employees, officers, directors, managers, shareholders, members, agents, Affiliates, successors, and assigns (each, a “GAS CSE Indemnified Party”), to the extent such claims, suits or actions arise from or are based on (i) any breach by MagneGas of any of its representations, or warranties set forth in Article 8 or (ii) an actual or alleged claim of infringement or misappropriation of a patent, copyright, trademark or trade secret of any third party in connection with GAS’s use of the Gasifierparty. All settlements under this Section 11.1 10.1 shall be subject to discussion with GAS CSE and shall require the prior written consent of both Parties. GAS CSE (and the applicable GAS CSE Indemnified Parties) shall at all times have the option, at its own expense, to participate in the defense or settlement of the claim, suit, or action (including, without limitation, through counsel of its own selection). In addition, MagneGas shall indemnify and hold harmless the GAS CSE Indemnified Parties from and against any and all Losses suffered or incurred by any of them in connection with any such claims, suits, or actions.