Indemnification by Vast Sample Clauses

Indemnification by Vast. Vast shall defend, indemnify and hold harmless Nabors, and its respective directors, officers, employees and agents (“Nabors Indemnitees”) to the fullest extent permitted by law from and against any loss, damage, claim, suit, liability, judgment, and expense (including attorneys’ fees and other costs of litigation) (collectively, “Claims”) by a third party arising in connection with Vast’s joint development efforts related to this Agreement, including (a) any material breach of a representation or warranty by, or other material failure by Vast to perform any of its obligations, under this Agreement, (b) the gross negligence or willful acts or omissions of Vast, or any person under Vast’s direction or control, (c) any violation, infringement, or misappropriation of any third party intellectual property rights arising from or related to technology supplied or used by Vast in accordance with its instructions, including Vast Background Technology and Vast-Owned Project Technology, (d) breach of applicable law, including any environmental law, by Vast and its directors, officers, employees and agents (“Vast Indemnitees”), (e) any pollution or hazardous waste and any cost of clean-up or remedying the foregoing, (f) personal injury or death based on Vast’s commercial activities, and (g) damage to or loss of any property based on Vast’s commercial activities, except to the extent that such Claims arise from gross negligence or unlawful act or omission of Nabors, or any persons under Nabors’ direction or control.