Indemnification by Varex. In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement or any other Ancillary Agreement, to the fullest extent permitted by Law, Varex shall (and shall cause the other members of its Group to) indemnify, defend and hold harmless Varian, each of the other members of Varian’s Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Varian Indemnitees”), from and against any and all Liabilities of the Varian Indemnitees in connection with any suit, investigation, claim or demand of any Third Party to the extent relating to, arising out of or resulting from (i) any breach of this Agreement by Varex or any member of its Group, (ii) any use by Varex or any member of its Group of the Licensed Marks or any exploitation by Varex or any member of its Group of Licensed Products or (iii) any gross negligence or willful misconduct of Varex or any member of its Group, or any of their directors, officers, employees or agents, in connection with this Agreement.
Appears in 5 contracts
Samples: Trademark License Agreement, Trademark License Agreement, Trademark License Agreement (Varex Imaging Corp)
