Indemnification by Manufacturer. Manufacturer will indemnify, defend and hold harmless RADIUS, its Affiliates and their respective officers, directors, employees and agents (each a “RADIUS Indemnitee”) from and against any and all losses, damages, liabilities or expenses (including reasonable attorneys fees and other costs of defense) (collectively, “Losses”) in connection with any and all actions, suits, claims or demands that may be brought or instituted against any RADIUS Indemnitee by any third party based on, arising out of, or resulting from, any (a) breach by Manufacturer of its representations, warranties or covenants under this Agreement, or (b) negligent act or omission or the willful misconduct of any Manufacturer Indemnitees in performing obligations under this Agreement.
Indemnification by Manufacturer. Manufacturer agrees to indemnify Rhythm, its Affiliates and its and their respective officers, directors, employees, subcontractors, and agents (collectively, the “Rhythm Indemnitees”) against any and all losses, damages, liabilities or expenses (including reasonable attorneys fees and other costs of defense) (collectively, “Losses”) in connection with any and all actions, suits, claims or demands that may be brought or instituted against any Rhythm Indemnitee by any third party to the extent they arise out of or relate to (a) breach of this Agreement by Manufacturer, or (b) Manufacturer Indemnitees’ negligence or willful misconduct in performing obligations under this Agreement.
Indemnification by Manufacturer. Each Manufacturer Party (and in the case of clause (a) and (e) below, the Company Subsidiaries), jointly and severally indemnify and hold harmless Distributor, its Affiliates and their respective Representatives in their capacity as such (collectively, the “Distributor Indemnified Parties”) from and against any and all damages, losses, fines, fees, penalties, deficiencies, liabilities, obligations, interest, claims, charges, settlements, awards, judgments and reasonable costs and expenses (including reasonable attorneys’ fees, costs of investigation and disbursements) (collectively “Damages”) that may be sustained, suffered or incurred by such Distributor Indemnified Party, whether or not arising from the assertion of a claim against a Distributor Indemnified Party by a Third Party, arising, directly or indirectly, from (a) the breach by Manufacturer or any of the Company Subsidiaries of any representation, warranty, covenant, obligations or agreement made by Manufacturer or the applicable Company Subsidiary in this Agreement, the Quality Agreement or the Service Level Agreement, (b) any claim that any Product purchased from Manufacturer hereunder or the importation, use or sale thereof infringes (or allegedly infringes) any Patent of any Third Party to the extent such claim relates to the Product Intellectual Property (other than the Acquired Intellectual Property as defined in the Asset Sale and Purchase Agreement), (c) Manufacturer’s negligence or willful misconduct, (d) Manufacturer’s (or its Affiliates’) marketing and distribution activities with respect to Quill™, or (e) any claim that the use of the Quill Trademarks, Copyrights in the Incorporated Materials or the Incorporated Materials themselves, in whole or in part, in the distribution, Manufacturing, importing, promotion, marketing, selling, supporting, advertising and offering for sale of (i) any Product Manufactured by Manufacturer or by or on behalf of Distributor or any of its Affiliates or (ii) any New Products Manufactured by or on behalf of Distributor or any of its Affiliates, infringes (or allegedly infringes), dilutes or otherwise violates, any Trademark, Copyright or other Intellectual Property or proprietary right of any Third Party; provided that the foregoing shall not apply to the extent arising from (A) Distributor’s negligence or willful misconduct or (B) the breach by Distributor of any of its representations, warranties, covenants, obligations or agreements contained herein.
Indemnification by Manufacturer. Manufacturer agrees to indemnify, defend and hold harmless Rhythm, its Affiliates and its and their respective officers, directors, employees, subcontractors, and agents (collectively, the “Rhythm Indemnitees”) against any and all losses, damages, liabilities or expenses (including reasonable attorneys fees and other costs of defense) (collectively, “Losses”) in connection with any and all actions, suits, claims or demands that may be brought or instituted against any Rhythm Indemnitee by any third party alleging the infringement of third-party rights by Rhythm’s use, in supplying the Products, of any process, method, Specification or information process or method, other than one supplied to Manufacturer by Rhythm.
Indemnification by Manufacturer. Manufacturer will indemnify, defend and hold harmless, or pay and reimburse Buyer and its officers, directors, employees and agents from and against any and all liabilities, losses, claims, actions, damages, costs and expenses resulting from, arising out of or relating to (i) the breach by Manufacturer of any representation, warranty, covenant, agreement or obligation contained herein or (ii) any claim, action or proceeding made or brought against Buyer by a third party to the extent that such liability, loss, claim, action, damage, cost or expense results from, arises out of or relates to Manufacturer’s gross negligence, fraud or willful misconduct in Manufacturing the applicable Products during the Supply Period, except that Manufacturer will not be liable for any such loss to the extent it is directly attributable to changes in formulations, processing instructions or specifications or Alterations directed by Xxxxx.
Indemnification by Manufacturer. The Manufacturer, at its own expense, shall defend, indemnify and hold SunPower harmless from and against any and all expenses, costs, losses, liabilities, and/or damages incurred in connection with any and all claim, suits and/or actions brought against SunPower, but only to the extent based on a claim that the manufacturing, assembling, product testing or packaging process employed by Manufacturer infringes or violates any patent, copyright or other intellectual property right of a third party and only to the extent such claim or action: (i) is attributable solely to Manufacturer’s design or manufacturing, assembly, testing processes or, (ii) arises out of, in relation to or in connection with the unauthorized use of SunPower’s Contract Specification or SunPower’s proprietary information. Notwithstanding anything to the contrary, Manufacturer shall not have any liability, and shall not have any defense or indemnification obligations, with respect to any claim or action to the extent arising out of or relating to (i) any portions of the Contract Manufacturing specified by SunPower or (ii) any other materials, designs, or other items provided or specified by SunPower. No cost or expense shall be incurred on behalf of SunPower without the Manufacturer’s written consent. Manufacturer shall indemnify and hold SunPower harmless from and against any cost, damages and fees reasonably incurred by SunPower that are attributable to such claim or action; provided that: (a) SunPower gives Manufacturer reasonably prompt notice in writing of any such claim or action and permits Manufacturer, through counsel of its choice, to defend such claim or action; and (b) SunPower provides Manufacturer with information, assistance and authority, at Manufacturer’s expense, to enable Manufacturer to defend such claim or action. This provision shall survive any expiration or termination of this Agreement. Manufacturer shall not be responsible in any manner whatsoever for any settlement made by SunPower without Manufacturer’s written permission or for any costs incurred by SunPower that are or were associated with such settlement and/or activities reasonably related to or reasonably leading to such settlement.
4.2.1 In the event of an infringement for which Manufacturer has responsibility under this Section 4.2, Manufacturer shall have the right to, as Manufacturer’s sole obligation and SunPower’s sole remedy on a going forward basis, to:
4.2.1.1 procure for SunPower from the person(...
Indemnification by Manufacturer. Subject to the limitations set forth in Section 17.4 and excluding those matters for which Purchaser is obligated to indemnify Manufacturer pursuant to this Supply Agreement, Manufacturer shall indemnify and hold Purchaser and its Affiliates their respective directors, officers, employees, agents, consultants, subcontractors, representatives, successors and assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Losses incurred by Purchaser Indemnified Parties to the extent arising from or relating to (a) any action, claim or proceeding instituted by a third party in connection with a Defective Product supplied by Manufacturer to Purchaser under this Supply Agreement (other than in case of a Visible Defect); or (b) any breach of any representation, warranty or obligation of Manufacturer contained in this Supply Agreement. This Section 17.2 provides the sole recourse and exclusive means by which any Purchaser Indemnified Party may assert and remedy any Losses arising under or with respect to this Supply Agreement.
Indemnification by Manufacturer. Manufacturer hereby agrees to defend, at its expense, indemnify, and hold harmless Santarus, its directors, officers, employees, agents, and Affiliates against all Third Party Claims resulting from or arising out of (a) the failure to manufacture, package and test the Finished Product in accordance with the Specifications, GMP, Applicable Laws and the Manufacturer Manufacturing Responsibilities; (b) the failure to store the Finished Product, Bulk API or Raw Materials in accordance with the Specifications, GMP and Applicable Laws; (c) the negligence or willful misconduct of Manufacturer, its Affiliates, or their directors, officers, agents, employees or consultants in the performance of their obligations under this Agreement, (d) a material breach by Manufacturer of any provision of this Agreement or the Quality Agreement; or (e) a breach of any of Manufacturer’s representations, warranties, or covenants set forth in this Agreement or the Quality Agreement; provided, however, that Manufacturer shall not be obligated to indemnify Santarus under this Section 12.3 to the extent that such Claim results from or arises out of any act or omission for which Santarus is obligated to indemnify Manufacturer pursuant to Sections 12.1 above.
Indemnification by Manufacturer. 15.1. Manufacturer hereby warrants to the best of its knowledge that Software does not violate or infringe any rights of third parties in regard to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against Manufacturer for any infringement or violation of any third-party intellectual property rights. Manufacturer hereby warrants to hold End User harmless and indemnify End User for any cost, loss, or damage it may incur due to a lawsuit or threatened lawsuit brought against it in regard to End User’s use of Software, provided such use by the End User is in conformity with the XXXX. End User shall promptly notify Manufacturer in case of such action giving reasonable details and request Manufacturer’s consent prior to any settlement in relation to such lawsuit or claim. Manufacturer shall never be liable to End User if and to the extent the infringement of third parties’ rights is based solely on an alteration or modification or use of Software by End User which is not in compliance with XXXX.
Indemnification by Manufacturer. Manufacturer will indemnify, defend and hold harmless ARI, ARI's Affiliates and their customers against all Damages, arising from any injury to persons or property arising from or related to or resulting from defects attributable to Materials procured pursuant Section 3(d) of this Agreement.
