Indemnification by PMI. PMI shall indemnify, defend and hold harmless LD and its Affiliates and Representatives, whether or not involving a Third Party Claim, against all Losses relating to or arising out of: (a) the breach of any representation or warranty of PMI in Section 4.2 of this Agreement or the breach of any covenant or obligation of PMI in this Agreement or the Development Agreement; (b) any Claims or Actions by any Third Party arising out of or relating to the exploitation by PMI or its Affiliates of or relating to products, product systems or procedures derived from or based on the Transferred Assets including claims that the practice of the Technology infringes the intellectual property rights of Third Parties, except to the extent that the Claim or Action shall be an obligation of LD under Sections 5.l(b) or 5.l(c) or a breach of LD’s representation or warranties under Section 4.1; and (c) any obligation or liability of PMI or its Affiliates to any Third Party except for those retained by LD hereunder.
Appears in 4 contracts
Samples: Asset Purchase and Intellectual Property Assignment Agreement (Turnpoint Medical Devices, Inc.), Asset Purchase and Intellectual Property Assignment Agreement (Turnpoint Medical Devices, Inc.), Assignment and Assumption, Consent and Modification Agreement (Turnpoint Medical Devices, Inc.)
