Common use of Indemnification by Reliant Clause in Contracts

Indemnification by Reliant. RELIANT shall defend the claim and indemnify and hold harmless PRONOVA, its Affiliates, licensees, directors, officers, employees, representatives, consultants and agents (the “PRONOVA Indemnitees”) from and against any and all Losses for claims arising out of or resulting from any lawsuit, action, claim, demand or proceeding asserted against a PRONOVA Indemnitee by any third party (other than a PRONOVA Indemnitee) as a result of: (a) any negligent act or omission or intentional misconduct on the part of any RELIANT Indemnitee relating to or in connection with the activities contemplated under this Agreement; (b) any breach of any representation, warranty, obligation or covenant of RELIANT contained in this Agreement; (c) the design, formulation, manufacture, encapsulation, packaging, labeling, testing, storage, handling, distribution, marketing, advertising, promotion, sale, commercialization or use of the Product or any Additional Products by any RELIANT Indemnitee; provided, however, that RELIANT shall have no obligation to indemnify any PRONOVA Indemnitee pursuant to this Section 16.2 to the extent that PRONOVA is obligated to indemnify and hold harmless the RELIANT Indemnitees for such Losses pursuant to Section 16.1 or to the extent that such Loss is the direct result of the gross negligence or intentional misconduct of any PRONOVA Indemnitee.