Indemnification by SNBTS Clause Samples

Indemnification by SNBTS. SNBTS shall at all times, during the term of this Umbrella Agreement and thereafter, indemnify, defend and hold harmless OCD and its Affiliates and their respective officers, directors, shareholders, employees and agents (each, an “OCD Indemnified Party”) from and against any and all direct damages, demands, claims, costs, losses, liabilities, judgments and expenses of any kind, nature and description (including, without limitation, those resulting from death, personal injury, illness or property damage and including legal expenses and reasonable attorneys’ fees) (collectively, “Liabilities”) asserted against or incurred by an OCD Indemnified Party and arising out of or resulting from (i) SNBTS’ breach of any of its covenants, representations, warranties or agreements contained herein; (ii) any claim that any Product purchased by OCD from SNBTS hereunder, or the use or sale thereof, infringes any patent or other intellectual property right of any Third Party or (iii) the willful misconduct or negligence of SNBTS or any of its employees or agents in connection with its performance under this Umbrella Agreement; provided, however, that such indemnification of such Liabilities shall be limited to the coverages set forth in Section 12.1 (SNBTS Insurance).