Common use of Indemnification by Manufacturer Clause in Contracts

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. Each Manufacturer Party (and in the case of clause (a) and (e) belowshall indemnify, the Company Subsidiaries), jointly and severally indemnify defend and hold harmless DistributorPDI, its Affiliates parent and their respective Representatives in their capacity as such (collectivelyeach of its Affiliates, the “Distributor Indemnified Parties”) subsidiaries, officers, directors, employees, consultants, agents and shareholders from and against and in respect of any and all damagesdemands, claims, actions or causes of action, assessments, losses, fines, fees, penalties, deficienciesdamages, liabilities, obligationsinterest and penalties, interest, claims, charges, settlements, awards, judgments and reasonable costs and expenses (including including, without limitation, reasonable attorneys’ feeslegal fees and disbursements incurred in connection therewith and in seeking indemnification therefore, costs of investigation and disbursementsany amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) (collectively “DamagesIndemnifiable Losses”) that may be sustained), suffered resulting from, arising out of, or imposed upon or incurred by such Distributor Indemnified Partyany person to be indemnified under this Section 7.1 by reason of (a) any breach of representation, warranty, covenant or agreement on the part of Manufacturer under this Agreement; (b) acts or omissions of Manufacturer relating to the Product(s) which includes, but is not limited to, claims that the Product(s), or use thereof, caused personal injury, death, or real or personal property damage to the extent not attributable to Consigned Materials or PDI Proprietary Specifications; (c) a Product recall, 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 initiated by Manufacturer to the extent not attributable to Consigned Materials 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, PDI Proprietary Specifications; (bd) any claim an allegation that any Product purchased from Manufacturer hereunder or the importation, use or sale thereof infringes (or allegedly infringes) any Patent constitutes an infringement of any Third Party patent or any other intellectual property right protected under the laws of the United States, any State of the United States, or any other country, including China, to the extent such claim relates not attributable 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 PDI Proprietary Specifications; (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 of Manufacturer; (f) any retroactive antidumping duties payable by PDI; and (g) acts or (Bomissions that cause difficulty, delay or inability of PDI to import the Product(s) into the breach by Distributor United States or other country of any of its representationsimportation and/or to comply with applicable import regulations; provided that in no event shall Manufacturer be liable for PDI’s lost profits, warrantiesconsequential, covenants, obligations punitive or agreements contained hereinexemplary damages.

Indemnification by Manufacturer. Each Manufacturer Party (and in the case of clause (a) and (e) belowshall indemnify, the Company Subsidiaries), jointly and severally indemnify defend and hold harmless DistributorPDI, its Affiliates parent and their respective Representatives in their capacity as such (collectivelyeach of its Affiliates, the “Distributor Indemnified Parties”) subsidiaries, officers, directors, employees, consultants, agents and shareholders from and against and in respect of any and all damagesdemands, claims, actions or causes of action, assessments, losses, fines, fees, penalties, deficienciesdamages, liabilities, obligationsinterest and penalties, interest, claims, charges, settlements, awards, judgments and reasonable costs and expenses (including including, without limitation, reasonable attorneys’ feeslegal fees and disbursements incurred in connection therewith and in seeking indemnification therefore, costs of investigation and disbursementsany amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) (collectively “DamagesIndemnifiable Losses”) that may be sustained), suffered resulting from, arising out of, or imposed upon or incurred by such Distributor Indemnified Partyany person to be indemnified under this Section 7.1 by reason of (a) any breach of representation, warranty, covenant or agreement on the part of Manufacturer under this Agreement; (b) acts or omissions of Manufacturer relating to the Product(s) which includes, but is not limited to, claims that the Product(s), or use thereof, caused personal injury, death, or real or personal property damage to the extent not attributable to Consigned Materials or PDI Proprietary Specifications; (c) a Product recall, 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 initiated by Manufacturer to the extent not attributable to Consigned Materials 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, PDI Proprietary Specifications; (bd) any claim an allegation that any Product purchased from Manufacturer hereunder or the importation, use or sale thereof infringes (or allegedly infringes) any Patent constitutes an infringement of any Third Party patent or any other intellectual property right protected under the laws of the United States, any State of the United States, or any other country, including Taiwan, to the extent such claim relates not attributable 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 PDI Proprietary Specifications; (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 of Manufacturer; (f) any retroactive antidumping duties payable by PDI; and (g) acts or (Bomissions that cause difficulty, delay or inability of PDI to import the Product(s) into the breach by Distributor United States or other country of any of its representationsimportation and/or to comply with applicable import regulations; provided that in no event shall Manufacturer be liable for PDI’s lost profits, warrantiesconsequential, covenants, obligations punitive or agreements contained hereinexemplary damages.