Indemnification by Supplier. (a) Subject to the terms and conditions of this Supply Agreement, Supplier will jointly and severally defend, indemnify and hold harmless Buyer and its affiliates and each of their respective officers, directors, employees, shareholders, agents and representatives, and their successors and assigns (collectively the "Buyer Indemnities") from and against all claims, losses, liabilities, damages, costs and expenses (including without limitation reasonable fees and expenses of attorneys incurred in investigation or defense of any Action) (collectively "Claims") arising out of or related to: (i) Excluded Liabilities as set forth in the Sale Agreement, (ii) any breach of any covenant or agreement of Supplier contained in this Supply Agreement, (iii) any negligence, gross negligence, or willful or intentional misconduct by Supplier or any of its personnel; and (iv) any breach of any representation or warranty of Supplier contained in this Supply Agreement;
(b) Promptly after receipt by Buyer of notice of any third-party Action in respect of which indemnity may be sought against Supplier hereunder (for purposes of this Section 16.07, a "Buyer's Assertion"), Buyer will notify Supplier in writing of the Buyer's Assertion, but the failure to so notify Supplier will not relieve Supplier of any liability it may have to Buyer, except to the extent Supplier has suffered actual prejudice thereby. Supplier will be entitled to participate in and, to the extent Supplier elects by written notice to Buyer within thirty (30) days after receipt by Supplier of notice of such Buyer's Assertion, to assume the defense of such Buyer's Assertion, at Supplier's own expense, with counsel chosen by them which will be reasonably satisfactory to Buyer. With respect to any such Buyer's Assertion, Buyer will promptly provide Supplier with: (i) notice and copies of any documents served upon Buyer; and (ii) all reasonable cooperation which Supplier deems necessary to defend such Buyer's Assertion, including, without limitation, providing Supplier and its outside attorneys access to any potentially relevant documents, information, or individuals within the control of Buyer, other than any privileged documents. If business information of Buyer other than that pertaining to the Business is contained in such documents or information, Supplier and Buyer will enter into appropriate secrecy commitments to protect such documents or information. Notwithstanding that Supplier may have elected by written...
Indemnification by Supplier. The Supplier will indemnify the Customer and its directors, officers, employees, sub-contractors and agents (the Customer Indemnified Parties) against any and all claims, liabilities, damages, losses, expenses and costs (including legal costs on a full indemnity basis), that the Customer Indemnified Parties sustain or incur as a result, directly or indirectly, of any action, claim or proceeding that the Supplier Licensed IPR infringes the IPR of any third party.
Indemnification by Supplier. Supplier indemnifies and agrees to hold Distributor harmless from and against any and all claims, demands or actions and costs, liabilities, or losses arising out of (a) any actual or alleged death or injury to any person or damage to any tangible property resulting or claimed to result wholly from (i) any actual or alleged defect in the Product, or (ii) any statement or misstatement contained in the documentation and marketing materials provided by Supplier; or (b) arising out of any breach of this Agreement by Supplier.
Indemnification by Supplier. Notwithstanding Section 10.1, Supplier shall indemnify, defend and hold harmless Purchaser’s Indemnified Persons from and against any Damages to the extent caused by, resulting from or in connection with any breach of this Agreement by Supplier, provided, however, that Supplier shall not be responsible for any Damages of Purchaser’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the Purchaser’s or any of its Affiliates’ gross negligence or willful misconduct in performing its obligations under this Agreement.
Indemnification by Supplier. (a) Supplier shall defend, indemnify and hold Client, its Affiliates and each of their respective officers, directors, employees and agents (collectively, “Client Group”) harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against any member of Client Group by a third party alleging that use of the Service, as contemplated in the Order Forms, i. violates any applicable law or regulation or ii. infringes the intellectual property rights of such third party, provided Client (a) promptly gives written notice of the Claim to Supplier; (b) gives Supplier sole control of the defence and settlement of the Claim (provided that Supplier may not settle any Claim without the prior written consent of the Client, which shall not be unreasonably withheld or delayed); and (c) provides to Supplier, at Supplier's cost, all reasonable assistance.
(b) Should the use of the Service become the subject of any such claim or are believed to so infringe, Supplier will, at its sole option and expense:
i. procure for Client the right to continue using the Service under the terms of this Agreement;
ii. replace or modify the Service to be non-infringing without material decrease in functionality; or
iii. if the foregoing options are not reasonably practicable, terminate with immediate effect the license for the infringing, or believed by Supplier to be infringing, Service and refund Client all prepaid fees for the remainder of its term after the date of termination. Supplier shall not be liable for any costs caused as a result of Client's continuation to use the Service after receiving said notice of termination.
Indemnification by Supplier. (a) Supplier indemnifies and agrees to hold Distributor harmless from and against any and all claims, demands or actions and costs, liabilities, or losses arising out of (a) any actual or alleged death or injury to any person or damage to any tangible property resulting or claimed to result wholly from (i) any actual or alleged defect in the Product, or (ii) any statement or misstatement contained in the documentation and marketing materials provided by Supplier; or (b) arising out of any breach of this Agreement by Supplier
(b) If, as a result of any claim of intellectual property infringement, damages are awarded against Distributor for the use of the Products or the methods they are built to perform, Supplier agrees to pay such damages. If an injunction is issued that precludes Distributor from using Products, Supplier will repurchase the infringing Products or render such Product non-infringing, provide Distributor with non-infringing Product, or return the payment that Distributor has made to Supplier or dealer for that product less a reasonable amount for prior use Distributor has made of the Product.
(c) For indemnification to be effective, the Distributor must do the following: (1) give Supplier prompt written notice and a copy of the claim, (2) give Supplier written authority to appoint legal counsel, at Distributor’s sole cost and expense, to answer and defend the claim, and (3) give Supplier prompt and reasonable assistance, at Distributor’s sole cost and expense, when requested for defense of the claim. Distributor may participate in the defense of the claim through counsel of its choosing at its sole cost and expense, however Supplier’s counsel would be lead counsel and Distributor agrees that it would enter into a co-counsel agreement to that effect.
Indemnification by Supplier. Supplier shall indemnify, defend and hold harmless Fulcrum and all of Fulcrum’s Indemnified Parties from and against any and all Losses, which any or all of them may hereafter suffer, incur, be responsible for or pay as a result of:
(i) the use, presence or existence of Hazardous Materials at Supplier’s sites;
(ii) the use, presence or existence of any materials delivered to the Facility Location by or on behalf of Supplier that constitute Hazardous Materials, or which Fulcrum designates as “Rejected Materials”; or
(iii) the Supplier’s (or its agents) transport of Feedstock, except to the extent caused by Fulcrum.
Indemnification by Supplier. Supplier agrees to indemnify, defend and hold Maxim, including its officers, directors and employees, harmless from and against, any and all claims, demands, suits, proceedings, judgments, awards, penalties, damages, liabilities, costs and other expenses (including legal and expert fees) finally awarded in a non-appealable judgment rendered by a court or administrative body, or agreed to in a written settlement signed by Supplier, solely arising out of or resulting from: (i) [***]; or (ii) any claim of direct infringement of any third party’s IP Right(s) by any use of any Supplier Technology, Supplier Technology Improvements, or Supplier’s IP Rights (other than any infringement related to the Maxim-Designated Technology and Maxim Technology Improvements and Operational Licensed Technology for which Maxim is liable for indemnity to Supplier under Section 18.2), all as specified in Section 11.3. Supplier will have full control over, and Maxim will cooperate with and provide all reasonable assistance (at Maxim’s expense) to support Supplier in the defense and settlement of the Claim. Maxim will notify Supplier of the Claim within three (3) business days of Maxim’s receipt of the Claim. Supplier will have no liability or obligation under this Section 18.1 with respect to any Claim to the extent it is (a) based upon the combination of Supplier or Maxim Technology with any parts, materials, components, products, processes, devices, hardware, or software provided by Maxim; (c) based upon any modification to or derivatives of the Supplier or Maxim Technology made by Maxim; (d) based upon third party parts, materials, components, products, processes, devices, hardware, or software; (e) based upon adherence or compliance by Supplier with specifications or instructions from Maxim; (f) based upon continuing infringement by Maxim after Supplier has provided Maxim with a non-infringing substitute for the accused Supplier or Maxim Technology, or (g) made in response to a claim, action, or threatened action by Maxim or on behalf of Maxim.
Indemnification by Supplier. Supplier hereby agrees to indemnify and hold harmless Customer and its sublicensees, and their directors, officers, employees and agents (“Customer Indemnitees”) from and against any liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney’s fees and expenses, and expenses incurred in connection with the enforcement of this provision), actions or claims which arise out of claims against Customer brought by Third Parties after the Effective Date, which arise, result from, or relate to:
9.1.1 any breach of any of the representations or warranties of Supplier, or other breach of this Agreement by or on behalf of Supplier, including, without limitation, failure of the API to meet the Specifications;
9.1.2 the negligence, recklessness or willful misconduct of, or a breach of a statutory duty by, Supplier and its respective Affiliates or agents;
9.1.3 any activities or actions taken by or on behalf of Supplier or its Affiliates with respect to API used by Supplier or its Affiliates for their own products or API supplied to Third Parties; or
9.1.4 any claim that Supplier’s Manufacture of the API infringes or violates any patent or other intellectual property right of any Third Party in the country of Manufacture. The items above are hereinafter collectively referred to as a “Customer Loss”. Notwithstanding the above, Supplier shall have no obligation to indemnify any Customer Indemnitee, to the extent that any Customer Loss arises out of the negligence or willful misconduct of any Customer Indemnitee, or Customer’s breach of this Agreement.
Indemnification by Supplier. Supplier shall, at its sole expense, indemnify, defend and hold harmless Iron Bow and its affiliates, shareholders, directors, officers, employees, contractors, agents and Customers from and against any and all claims, losses, damages, injury, liability, expenses of whatever form or nature and costs, including but not limited to reasonable attorneys' fees and court costs, resulting from, arising out of, or in any way connected with the Purchase Order, whether or not caused or contributed to by Iron Bow based upon: (i) an allegation that any Product, service, deliverable, or portion thereof infringes or constitutes wrongful use of any patent, copyright, trademark, trade secret or other proprietary right of any third party; (ii) any act, omission, or failure to act where action was required by Supplier (including its Subcontractors); and/or (iii) any breach by Supplier of the Purchase Order or any warranties, representations, covenants or obligations as provided for in the Purchase Order. Iron Bow will provide the Supplier reasonable notice of all claims and the opportunity to assume control of the defense or settlement of those portions of the claim for which indemnification is sought, provided that the Iron Bow will have the opportunity to approve any such defense or settlement.
