Indemnification By NEB Sample Clauses

Indemnification By NEB. NEB shall defend, indemnify and hold SGI harmless against all claims by whomever asserted for personal injury or tangible property damage or otherwise arising out of NEB's gross negligence or willful misconduct (or the same by others at the direction of NEB), in connection with this SettlementAgreement or from the manufacture, distribution or use of the ▇▇▇▇▇▇ Assembly® Master Mix (NEB Product #E2611) or the ▇▇▇▇▇▇ Assembly® Cloning Kit (NEB Product #E5510). Such defense, indemnity and hold harmless obligations shall include reasonable costs and expenses, including attorneys' fees, incurred in defending against such claims. SGI shall (a) notify NEB promptly in writing of such claim, (b) grant NEB sole control over the defense and settlement thereof, and (c) reasonably cooperate in response to an NEB request for assistance related to such a claim. THIS SECTION STATES SGI' s SOLE AND EXCLUSIVE REMEDY AND NEB'S ENTIRE LIABILITY FOR ANY CLAIM FOR WHICH AN INDEMNITY IS PROVIDED HEREUNDER.