Indemnification by NESA Sample Clauses

Indemnification by NESA. NESA shall indemnify, defend and hold Seres and its Affiliates, agents, employees, officers and directors (the “Seres Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of third party claims or suits related to: (a) breach of NESA’s representations, warranties or obligations under this Agreement or the Quality Agreement; (b) NESA’s gross negligence or wilful misconduct; and (c) injuries suffered by NESA personnel while at a Manufacturing facility or elsewhere; provided, however, that NESA’s obligations pursuant to this Section 10.1 will not apply to the extent such claims or suits result from the negligence of any of the Seres Indemnitees or their respective subcontractors. |