Indemnification by SMC Sample Clauses
The "Indemnification by SMC" clause requires SMC to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means SMC will cover costs such as legal fees, settlements, or judgments if the other party faces claims due to SMC's actions, negligence, or breach of contract. This clause serves to allocate risk by ensuring that SMC bears responsibility for specific harms, thereby protecting the other party from financial exposure related to SMC's conduct.
Indemnification by SMC. SMC shall indemnify and hold harmless the Purchaser from and against any and all loss, cost or expense, including any losses, liabilities, penalties, fines, forfeitures, fees (including reasonable attorneys’ fees) and related costs, judgments, and any other costs, including any costs of enforcement, incurred or suffered as a result of, or related to, (i) any breach by the Seller of any of its representations, warranties or covenants in this Agreement (other than Sections 3, 6(c), 6(e) and 9 hereof and any other provisions hereof requiring the payment of any amount by the Seller) or (ii) the invalidity or otherwise unenforceability of the guaranty provided for under, or any other provisions of, Section 20, including the waiver of any defenses provided for pursuant to Section 20, or for any limitations on the recovery or timing of amounts in connection with the attempted enforcement of the guaranty.
Indemnification by SMC. SMC shall indemnify and hold harmless Purchaser from and against any and all loss, cost or expense, including any losses, liabilities, penalties, fines, forfeitures, fees (including reasonable attorneys’ fees) and related costs, judgments, and any other costs, including any costs of enforcement, incurred or suffered as a result of, or related to, (a) any breach by Seller of any of its representations, warranties or covenants in this Agreement (other than Sections 5 and 8 hereof and any other provisions hereof requiring the payment of any amount by Seller) or (b) the invalidity or otherwise unenforceability of the guarantee provided for under, or any other provisions of, Section 16, including the waiver of any defenses provided for pursuant to Section 16, or for any limitations on the recovery or timing of amounts in connection with the attempted enforcement of the guarantee.
Indemnification by SMC. In addition to the indemnity provided in Section 7.9, SMC will indemnify, defend and hold THP and its directors, officers, employees and agents, harmless from and against any and all liability, damage, loss, cost (including reasonable attorneys’ fees) and expense resulting from: (i) any Third Party claim arising from a breach by SMC of any warranty by SMC under Article 11 of this Hematology Alliance Agreement or as provided under any Hematology Commercial License Agreement or (ii) any Third Party claim of death, bodily injury or property damage (a) relating to the development, manufacture, use, distribution or sale of any Licensed Hematology Product by SMC, its Affiliates, Sublicensees, employees or agents or (b) due to the negligence or willful misconduct of SMC or its Affiliates, Sublicensees, employees or agents.