Indemnification by Medtronic. Subject to Section 6.4 below, Medtronic agrees to defend, indemnify and hold harmless Lombard and its Affiliates, and their respective officers, directors, employees, shareholders, agents and representatives, from and against and in respect of any and all Losses resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any breach of representation, warranty, or agreement on the part of Medtronic under this Agreement except to the extent such claims are based on a breach by Lombard of its warranties or representations.
Indemnification by Medtronic. Beginning on the Effective Date, Medtronic shall indemnify Urologix, its Affiliates and their respective directors, officers, employees and agents (collectively, “Urologix Indemnitees”), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims to the extent arising from or occurring as a result of:
(a) except to the extent set forth in Section 7.1.1 regarding abandonment of patent rights, the breach by Medtronic or VidaMed of any representation or warranty, or material breach of any covenant of this Agreement or any Related Agreement;
(b) the selling, offering for sale, commercialization, distribution, promotion or marketing sale by Medtronic, VidaMed or other Medtronic Affiliates or sublicensees (specifically excluding Urologix Sales) of the Products (“Medtronic Sales”), other than Losses as the result of use of generators, hand held devices, and probes which were originally included as part of a Medtronic Sale, which use occurs more than twelve (12) months following the Effective Date;
(c) any breach of or noncompliance by Medtronic or VidaMed, their employees, agents or representatives in any respect with applicable laws or regulations related to regulatory approval of the commercial sale of the Products with regard to Medtronic Sales;
(d) any field action, recall or mandatory product change with regard to Medtronic Sales; and
(e) claims arising out of the operation or dissolution of Medtronic’s distribution network for the Products.
Indemnification by Medtronic. Medtronic agrees to indemnify, hold harmless, and defend CardioMEMS and its Affiliates and their respective directors, officers, employees, shareholders, representatives and agents (collectively, the “CardioMEMS Indemnitees”) from and against any Losses resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any of the following (the “Medtronic Assumed Liabilities”): (a) the negligence, recklessness or willful misconduct of Medtronic or any of its Affiliates, or their respective employees or agents; or (b) a breach by Medtronic of a representation, warranty, or covenant of this Agreement. Notwithstanding the foregoing, Medtronic shall not have any obligation to indemnify the CardioMEMS Indemnitees to the extent that a Claim arises from any CardioMEMS Assumed Liability.
Indemnification by Medtronic. Medtronic shall indemnify, defend and hold harmless AVI and each of its subsidiaries, officers, directors, shareholder, employees, agents and affiliates (collectively, all such indemnities are referred to in this Section as “AVI”) against and in respect of any and all claims, demands, losses, obligations, liabilities, damages (and including without limitation, compensatory and punitive damages), deficiencies, actions, settlements, judgments, costs and expenses which AVI may incur or suffer or with which it may be faced (including reasonable costs and legal fees incident thereto or in seeking indemnification therefor), (referred to as “Costs”) arising out of or based upon the breach by Medtronic of any of its representations, warranties, covenants or agreements contained or incorporated in this Agreement or any agreement, certificate or document executed and delivered to AVI by Medtronic in connection with the transactions hereunder. An amount for which AVI is entitled to indemnification pursuant hereto is referred to as an “Indemnified Amount.” During the term of this Agreement, Medtronic shall maintain, at its expense, a policy of comprehensive general liability insurance sufficient to honor the indemnity made herein, with products liability endorsement, but in no event less than * * * per occurrence and in the annual aggregate. Such policy shall name AVI and its Affiliates as additional insureds. Medtronic shall furnish AVI with a certificate of insurance (or a self-insurance letter (if Medtronic is self-insured)) evidencing such coverage within thirty (30) days of the execution of this Agreement, which certificate shall provide for not less than thirty (30) days notice to Medtronic prior to material change in coverage or policy cancellation.
Indemnification by Medtronic. Medtronic shall indemnify, defend and hold harmless MedAmicus and each of its subsidiaries, officers, directors, shareholders, employees, agents and affiliates (collectively, all such indemnified persons are referred to in this Section as "MedAmicus") against and in respect of any and all claims, demands, losses, obligations, liabilities, damages, deficiencies, actions, settlements, judgments, costs and expenses which MedAmicus may incur as a result of any injury, death, property damage, or other loss or damage (including reasonable costs and legal fees incident thereto) (collectively "MedAmicus Damage") but only to the proportional extent the MedAmicus Damage arises out of (i) the breach by Medtronic of any of its representations, warranties, covenants or agreements contained in this Agreement, or (ii) any act or omission of Medtronic, or its agents or employees resulting in personal injury, except to the extent of injury or damage due to MedAmicus' negligence or fault.
Indemnification by Medtronic. Subject to Section 7.4 and Section 7.5, Medtronic shall indemnify, defend and hold harmless WGT and its Affiliates and their respective officers, directors, employees, shareholders, agents and representatives, from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefore, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of: (a) any breach of representation, warranty, or agreement on the part of Medtronic under this Agreement; and (b) any act or omission of Medtronic, its agents, employees or its suppliers hereunder except to the extent that injury or damage is due to WGT's negligence or fault. An amount for which WGT is entitled to indemnification pursuant hereto is referred to as an "Indemnified Amount".
Indemnification by Medtronic. Medtronic shall indemnify, defend and hold harmless the Supplier Affiliates, and their respective officers, directors, employees, shareholders, agents and representatives, and, at Supplier’s request in its sole discretion, any Third Party Purchasers, from and against and in respect of any and all alleged or actual demands, claims, actions or causes of action, alleged or actual claims of negligence, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and any costs incurred by Medtronic on behalf of any Third Party Purchaser) (“Supplier Claims”) resulting from, arising out of, imposed upon or incurred by any person or entity to be indemnified hereunder by reason of (i) Medtronic’s negligence or breach of the Agreement, or (ii) death or bodily injury caused by a Conforming Product. Supplier will notify Medtronic promptly after Supplier becomes aware of any claim by any third party with respect to which a Supplier Affiliate or a Third Party Purchaser would be entitled to indemnification hereunder. Medtronic shall, at no cost to Supplier, cooperate as requested by Supplier in the defense of any Supplier Claim for which indemnity may be sought.
Indemnification by Medtronic. Medtronic shall indemnify and hold ---------------------------- harmless Cardima, its Affiliates and Cardima's and its Affiliates' respective officers, directors, shareholders, employees and agents (collectively, all such indemnitees are referred to in this Section 7.2 as "Cardima Indemnitees") against and in respect of any and all demands, losses, obligations, liabilities, damages, deficiencies, actions, settlements, judgments, costs and expenses which the Cardima Indemnitees may incur or suffer or with which it may be faced (including reasonable costs and legal fees incident thereto or in seeking indemnification therefor) ("Losses") arising out of or based upon (i) any product liability or other claims resulting from Medtronic's past, present and/or future development, manufacture, use or sale of any device or product or the past, present and/or future conduct of Medtronic's business, or (ii) any material breach of this Agreement by Medtronic. Notwithstanding the foregoing, the indemnification provided for herein shall not apply to the ***=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. extent that the Losses of an indemnified party are due to such party's negligence, recklessness or willful misconduct.
Indemnification by Medtronic. Medtronic shall indemnify, defend and hold harmless Volcano and each of its subsidiaries, officers, directors, shareholders, employees, agents and affiliates (collectively, all such indemnitees are referred to in this Section as “Volcano”) against and in respect of any and all Claims which Volcano may incur or suffer or with which it may be faced arising out of or based upon (i) the breach by Medtronic of any of its representations, warranties, covenants or agreements contained or incorporated in this Agreement or any agreement, certificate or document executed and delivered to Volcano by Medtronic in connection with the transactions hereunder or (ii) Medtronic’s hiring or retention of the Medtronic Engineers or the Medtronic Engineers’ activities and/or presence at Volcano’s facilities, including without limitation, workers compensation Claims, employment related Claims, personal injury Claims and Claims relating to the misappropriate of trade secrets, unless such Claims are caused by Volcano’s acts, including, but not limited to, gross negligence or intentional misconduct.
Indemnification by Medtronic. Medtronic shall indemnify, defend and hold harmless Spectranetics and each of its subsidiaries, officers, directors, shareholder, employees, agents and affiliates (collectively, all such indemnities are referred to in this Section as "Spectranetics") against and in respect of any and all claims, demands, losses, obligations, liabilities, damages, deficiencies, actions, settlements, judgments, costs and expenses which Spectranetics may incur or suffer or with which it may be faced (including reasonable costs and legal fees incident thereto or in seeking indemnification therefor), (referred to as "Costs") arising out of or based upon the breach by Medtronic of any of its representations, warranties, covenants or agreements contained or incorporated in this Agreement or any agreement, certificate or document executed and delivered to Spectranetics by Medtronic in connection with the transactions hereunder. An amount for which Spectranetics is entitled to indemnification pursuant hereto is referred to as an "Indemnified Amount."
