Indemnification by Sublicensee. Sublicensee agrees to indemnify and hold Sublicensor, its directors, officers, employees and agents harmless from and against any liabilities or damages or expenses in connection therewith (including reasonable attorneys’ fees and costs and other expenses of litigation) (collectively “Claims”) resulting from (i) any willful misrepresentation of a material fact or breach of warranty by Sublicensee under this Agreement; (ii) any Claim by Third Parties (other than Claims related to Third Party patent or other intellectual property rights in the Sublicense Territory or Claims that are the subject of indemnification by Sublicensor under Section 14.2) arising out of the exercise of Sublicensee’s rights under this Agreement or the failure of Sublicensee to perform the activities described in Section 3.1 in compliance with all applicable laws, rules and regulations, applicable product specifications and handling and storage protocols, common practices in the pharmaceutical industry, or requirements of this Agreement, the Clinical Supply Agreement or Commercial Supply Agreement; (iii) Sublicensee’s gross negligence or willful misconduct (or that of its Affiliates, sublicensees, third-party contractors or distributors); and (iv) the enforcement by Sublicensor of its indemnification rights against Sublicensee under clause (ii) of this Section 14.1.
Indemnification by Sublicensee. Sublicensee will defend, indemnify, and hold Venture, Owner and Venture’s and Owner’s respective Affiliates, employees, agents, attorneys, heirs, successors, and assigns, harmless against and in respect of: (i) any and all loss, damage, or liability resulting from any breach or claim of breach of any representation or warranty or the non-fulfillment of any covenant, agreement or obligation on the part of Sublicensee hereunder; and (ii) any and all claims, actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Claims”) arising out of or relating to the foregoing, or resulting from tort claims or other claims arising out of Sublicensee’s use of the Mxxx, including (A) product liability claims arising out of or related to the sale, promotion and/or distribution of the Licensed Items produced by, or at the order of, Sublicensee, and (B) injury, wrongful death or negligence arising out of or related to the sale, promotion, advertisement, marketing and distribution of the Licensed Items.
Indemnification by Sublicensee. Subject to Section 8.3 hereof, Sublicensee shall hold harmless, defend and indemnify Sublicensor, its Affiliates and each of their officers, directors, employees and agents (collectively, the “Sublicensee Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation, whether or not suit is filed) suffered or incurred by any of the Sublicensee Indemnitees in any action, suit, litigation, arbitration or dispute of any kind (“Action”) arising or resulting from any negligence or willful acts or omissions on the part of Sublicensee or its Affiliates in connection with (a) their exercise of their rights hereunder, or (b) their breach of this Agreement, except, in each case, to the extent such Action arose from Sublicensor’s negligence or willful misconduct.
Indemnification by Sublicensee. SUBLICENSEE shall defend, indemnify and hold SUBLICENSOR and its affiliates, successors, assigns, equity holders, directors, officers, employees and agents harmless against all costs, expenses and losses, claims, demands, damages, liability, causes of action (including without limitation product liability actions and tort actions), judgments, settlement, suits or expenses (including reasonable attorneys' fees) claimed, obtained or sustained by third parties in any way related to or arising from the manufacture, use, marketing, sale, provisions of services and goods or advertising of the Licensed Products. SUBLICENSEE shall have the right to defend any such action or proceeding with attorneys of its own choosing.
Indemnification by Sublicensee. Sublicensee will defend, indemnify, and hold Sublicensor, and its affiliated companies, and the respective officers, directors, employees, agents, attorneys, heirs, members, successors, parents and assigns of the foregoing, harmless against and in respect of: (i) any and all loss, damage, or liability resulting from any breach or claim of breach of any representation or warranty or the no fulfillment of any covenant, agreement or obligation on the part of Sublicensee hereunder; and (ii) any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including reasonable attorneys’ fees and expenses) instant to the foregoing, or resulting from tort claims or other claims arising out of Sublicensee’s use of the Licensed Marks, including, without limitation (A) product liability or similar claims based on sale of Products produced by, or to the order of, Sublicensee, and (B) injury, wrongful death, negligence or battery claims by customers of the Restaurants or their estates, except claims by a third party, based on facts or circumstances not otherwise disclosed in Exhibit A-1 or A-2 of this Agreement, that use of the CHEESEBURGER IN PARADISE mxxx pursuant to the terms of this Agreement infringes or otherwise violates a third party’s intellectual property.
Indemnification by Sublicensee. Except for claims arising because of the intentional or willful misconduct of Sublicensor, Sublicensee shall indemnify, defend and hold harmless Sublicensor, and its directors, officers, trustees, employees, agents, insurers, successors and assigns (the “Sublicensor Indemnitee(s)” and together with the Sublicensee Indemnitee(s), “Indemnitee(s)”) from and against any and all Liability arising out of or relating in any way to any (a) breach by Sublicensee of any obligation, representation or warranty of Sublicensee under this Agreement, (b) grossly negligent act or omission by Sublicensee or any Sublicensee Indemnitee, and (c) any violation of applicable law that materially adversely affects Sublicensor’s rights under this Agreement; except in each case to the extent that any such Liability shall be within the indemnification obligations of Sublicensor set forth in Section 10.1.
Indemnification by Sublicensee. Sublicensee shall defend, indemnify and hold REMEL, ATCC, and each of their Affiliates, officers, directors, employees and agents, harmless from and against any and all liability, damage, loss or expense (including reasonable attorneys' fees) arising from any claim, demand, action or proceeding based upon any action or omission of Sublicensee in connection with this Agreement, including:
(a) the use, marketing, Sale, exportation, storage, demonstration or advertising of a Licensed Product or Manufactured Product by Sublicensee;
(b) the use of the ATCC Trademarks by Sublicensee; and
(c) any act or omission of Sublicensee, its employees or agents in the performance of this Agreement or incurred in the settlement or avoidance of any such claim. Sublicensee further agrees to indemnify REMEL, ATCC, and each of their officers, directors, agents and employees, and agrees to hold them harmless from and against any loss, damage, claim, expense or liability, including but not limited to attorney’s fees, resulting from any property damage, personal injury or death arising out of or in connection with the acts of Sublicensee, its officers, agents, or employees, while performing duties under this Agreement.
Indemnification by Sublicensee. Sublicensee shall defend, indemnify and hold harmless Sublicensor, its Affiliates, directors, employees and agents (the "Sublicensor Indemnitees") from and against any and all Losses arising or resulting from any claims made or suits brought by Third Parties to the extent such Losses arise or result from (i) the breach of any provision of this Agreement by Sublicensee, including a breach of any of the Sublicensee representations and warranties set forth in Section 12.2 of this Agreement, and (ii) a product liability claim relating to the Sublicensed Product which has been caused by development, manufacturing or marketing activities carried out by Sublicensee. In the event of a claim against the Sublicensor Indemnitees which may be subject to the foregoing indemnification obligation, the Sublicensor Indemnitees agree to notify Sublicensee promptly of such claim and Sublicensee shall provide Sublicensor Indemnitees with any assistance Sublicensor Indemnitees may reasonably require in the defense of such action, at Sublicensee's cost and expense.
Indemnification by Sublicensee. Sublicensee hereby agrees to save, defend, indemnify and hold harmless Sublicensor and its Affiliates and its and their officers, directors, employees, consultants, contractors and agents (“Sequenom Indemnitees”) from and against any and all Losses to which any such Sequenom Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise out of: (a) any injury or death of persons or damage to property caused by, or arising out of, or resulting from, the exercise or practice of the sublicense granted hereunder to Sublicensee; (b) the material breach by Sublicensee of any representation, warranty, covenant or agreement made by it under this Agreement; or (c) the gross negligence or willful misconduct of any Sublicensee Indemnitee; except, in each case, to the extent such Losses result directly from the material breach by Sublicensor of any representation, warranty, covenant or agreement made by it under this Agreement or the gross negligence or willful misconduct of any Sequenom Indemnitee.
Indemnification by Sublicensee. Sublicensee will hold harmless and indemnify Licensee, Licensor, their respective Affiliates, and their respective officers, employees, and agents from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of any damage to property caused by, or arising out of, or resulting from, the exercise or practice of the rights granted hereunder, except to the extent that any such claims, demands, or causes of action arise as a result of the negligence or willful misconduct of Licensee or Licensor. Sublicensee further agrees to protect, defend, indemnify, and hold Licensee and Licensor harmless from and against any and all claims, demands, liabilities, and causes of action brought or presented by third parties for personal injury or property or equipment damage which is attributable to Sublicensee’s negligence in connection with the use or application of the Technology.
