Indemnification by OSI. OSI shall defend, indemnify and hold BISYS and its officers, directors, agents and employees harmless from and against any and all claims, suits, damages, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or resulting from any claim that BISYS' use of the OSI Proprietary Software or OSI Interface Software infringes a presently existing United States patent, copyright, or trademark or misappropriates a trade secret of any third party, provided OSI is:
Indemnification by OSI. OSI shall defend, indemnify and hold BISYS and its officers, directors, agents and employees harmless from and against any and all third party claims, suits, damages, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or resulting from any claim that BISYS' use of the Licensed Software or the Ancillary Products infringes a validly existing United States patent, copyright, or trademark or misappropriates a trade secret of any third party. In the event that the Licensed Software or Ancillary Product, or any portion thereof becomes the subject of a claim of infringement or misappropriation, OSI may, at its option and its expense, take any of the following steps so that BISYS' use is not subject to any claim of infringement or misappropriation and BISYS is provided with functionally equivalent software to the reasonable satisfaction of BISYS, provided that BISYS' use of the Licensed Software or Ancillary Product conforms with the provisions of the Agreement:
Indemnification by OSI. OSI agrees to indemnify and hold harmless each Selling Holder, each Person, if any, who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, agents, members, general and limited partners, and employees of each Selling Holder and each such controlling person from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to OSI by such Selling Holder or on such Selling Holder's behalf expressly for use therein. OSI also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section 7(a).
Indemnification by OSI. OSI shall indemnify, hold harmless and defend AVEO, its Affiliates and all of their respective officers, directors, employees, agents, licensors and shareholders (collectively, the “AVEO Indemnitees”) from and against any and all losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defense (including reasonable attorneys’ fees and witness fees) resulting from any demand, claim, action or proceeding brought or initiated by a Third Party (each a “Third Party Claim”) against any AVEO Indemnitees(s) arising out of (a) the breach or alleged breach by OSI of any representation, warranty or covenant under this Agreement; (b) the negligence or willful misconduct of OSI or its Affiliates or any of their respective licensees, Sublicensees, agents, directors, officers, employees or shareholders; (c) the research, development, manufacture, storage, handling, use, sale, offer for sale or importation of Royalty-Bearing Products; or (d) the use, handling, storage or disposal by OSI of any Materials, Tumor Archives or Additional Tumor Models provided to it by AVEO, provided that (i) the AVEO Indemnitees shall comply with the procedures set forth in Section 8.6; and (ii) such indemnity shall not apply to the extent such Third Party Claim is caused by the gross negligence, willful misconduct or violation of Law by an AVEO Indemnitee.
Indemnification by OSI. OSI agrees to indemnify and hold harmless each Selling Holder, each Person, if any, who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, agents, members, general and limited partners, and employees of each Selling Holder and each such controlling person from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or arising out
Indemnification by OSI. (1) So long as Adelphia complies with the terms of Sections 5 and 7 of this Agreement, OSI will defend Adelphia against any claims, and indemnify and hold Adelphia harmless against any judgments, directly or indirectly resulting from a claimed infringement or violation of any copyright, patent, trademark, trade secret or other intellectual property right with respect to the Deliverables. OSI will have no liability for any such claims or judgments based solely on (a) the actions of Adelphia, its employees or agents, (b) use of a version, modification or adaptation of a Deliverable, if the infringement would have been avoided by the use of a then-current unaltered release of the Deliverable, (c) use of Combined Software, if the Deliverable operated independent of the Combined Software is not the cause of the infringement, or (d) use of a Deliverable in combination with any computer software, hardware or data not delivered in that combination by OSI.
Indemnification by OSI. OSI will indemnify, defend and hold harmless Licensee and its Representatives (each, a “Licensee Indemnified Party”) from and against any and all Liabilities that the Licensee Indemnified Party may be required to pay to one or more Third Parties arising out of or related to: (a) the breach by OSI or any of its Representatives any representation, warranties, covenant or agreement made by OSI under this Agreement; or (b) the negligence, gross negligence or willful misconduct of OSI or any of its Representatives in performing under this Agreement, except, in each case of clause (a) and (b) to the extent caused by claims for which Licensee is required to indemnify OSI pursuant to Section 9.2.
Indemnification by OSI. OSI hereby agrees to save, defend and hold Genentech and its agents and employees harmless from and against any and all Losses resulting or alleged to result from, directly or indirectly: (a) OSI's breach of any term of this Agreement, (b) any violation of applicable law or regulation by OSI, its Affiliates or sublicensees, (c) the manufacture, handling, use, storage, distribution or sale of Licensed Products by OSI, its Affiliates, sublicensees and agents (including OSI's Third Party contract manufacturer of Licensed Product) except to the extent such Losses result from the negligence or willful misconduct of Genentech or its employees or agents. This indemnification provision shall include any reasonable attorney's fees incurred by Genentech in connection with enforcing this indemnification.
Indemnification by OSI. OSI hereby agrees to save, defend and hold Roche and its agents and employees harmless from and against any and all Losses resulting or alleged to result from any actual or asserted violation of applicable law or regulation by OSI, its Affiliates or sublicensees by virtue of which Licensed Products manufactured, handled, stored, distributed or sold by OSI, its Affiliates and sublicensees shall be alleged or determined to be adulterated, mislabeled or otherwise not in compliance, relating to the foregoing except to the extent such Losses result from the negligence or willful misconduct of Roche or its employees or agents. This indemnification provision shall include any reasonable attorney's fees incurred by Roche in connection with enforcing this indemnification.
Indemnification by OSI. OSI shall defend, indemnify and hold COCC, the Customers, and each of their officers, directors, agents and employees harmless from and against any and all claims, suits, damages, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or resulting from any claim that COCC's use of the System infringes a United States patent, copyright, or trademark or misappropriates a trade secret or infringes any other intellectual property rights of any third party, provided OSI is:
