Common use of Indemnification for Third Party Claims Clause in Contracts

Indemnification for Third Party Claims. (a) Notwithstanding any other provision of this Agreement, Supplier shall be responsible for, and shall assume the defense of and indemnify and hold Purchaser and its Affiliates (including Angeion and its Affiliates) harmless from and against, all Third Party Claims arising out of or related to any Products or Technical Materials related thereto manufactured or supplied by Supplier hereunder; provided that the indemnification obligations of Supplier under this Section shall not apply to any Third Party Claim caused by any misuse, willful misconduct or negligent act or negligent failure to act on the part of Purchaser with respect to the Products including any modification or alteration of the Product other than caused by Supplier after delivery to Purchaser and any implantation after the "use before" date marked on the Product's sterile pack. (b) For purposes of this Agreement, the term "Third Party Claims" shall mean any and all claims, lawsuits or actions asserted against Purchaser or its Affiliates (including Angeion and its Affiliates) or their respective directors, officers and agents under any and all Applicable Laws arising out of or relating to any Product or Technical Materials (including, without limitation, any data in the Technical Materials that are properly included in the Promotional Materials with Supplier's prior written approval) related thereto that are manufactured or supplied by Supplier or its Affiliates, including, but not limited to, claims based on strict liability, tort, negligence or breach of express or implied warranty and claims for special, incidental, exemplary and consequential damages, in cases in which it is alleged that personal injury (including, but not limited to, emotional distress or disturbance), direct financial loss, death or property damage was caused by a defect in design, material or manufacture of any of the Products or the Technical Materials (including, without limitation, any data in the Technical Materials that are properly included in the Promotional Materials with Supplier's prior written approval) related thereto that are manufactured or supplied by Supplier or its Affiliates

Indemnification for Third Party Claims. (a) Notwithstanding any other provision of this Agreement, Supplier Manufacturer shall be responsible for, and shall assume the defense of and indemnify and hold Purchaser and Purchaser, its Affiliates (including Angeion and its Affiliates) Purchaser Distributors harmless from and against, all Third Party Claims arising out of or related to any Products or Technical Materials related thereto manufactured or supplied by Supplier Manufacturer hereunder; provided that the indemnification obligations of Supplier Manufacturer under this Section shall not apply to any Third Party Claim caused by any misuse, willful misconduct or negligent act or negligent failure to act on the part of Purchaser or any Purchaser Distributor with respect to the Products including any modification or alteration of the Product other than caused by Supplier Manufacturer after delivery to Purchaser and any implantation after the "use before" date marked on the Product's sterile pack. (b) For purposes of this Agreement, the term "Third Party Claims" shall mean any and all claims, lawsuits or actions asserted against Purchaser or Purchaser, its Affiliates (including Angeion and its Affiliates) or Purchaser Distributors or their respective directors, officers and agents under any and all Applicable Laws arising out of or relating to any Product or Technical Materials (including, without limitation, any data in the Technical Materials that are properly included in the Promotional Materials with SupplierManufacturer's prior written approval) related thereto that are manufactured or supplied by Supplier Manufacturer or its Affiliates, including, but not limited to, claims based on strict liability, tort, negligence or breach of express or implied warranty and claims for special, incidental, exemplary and consequential damages, in cases in which it is alleged that personal injury (including, but not limited to, emotional distress or disturbance), direct financial loss, death or property damage was caused by a defect in design, material or manufacture of any of the Products or the Technical Materials (including, without limitation, any data in the Technical Materials that are properly included in the Promotional Materials with Supplier's prior written approval) related thereto that are manufactured or supplied by Supplier or its Affiliatesnot

Indemnification for Third Party Claims. (a) Notwithstanding any other provision of this Agreement, Supplier Manufacturer shall be responsible for, and shall assume the defense of and indemnify and hold Purchaser and its Affiliates (including Angeion ELA and its Affiliates) harmless from and against, all Third Party Claims arising out of or related to any Products or Technical Materials related thereto manufactured or supplied by Supplier Manufacturer hereunder; provided that the indemnification obligations of Supplier Manufacturer under this Section shall not apply to any Third Party Claim caused by any misuse, willful misconduct or negligent act or negligent failure to act on the part of Purchaser with respect to the Products including any modification or alteration of the Product other than caused by Supplier Manufacturer after delivery to Purchaser and any implantation after the "use before" date marked on the Product's sterile pack. (b) For purposes of this Agreement, the term "Third Party Claims" shall mean any and all claims, lawsuits or actions asserted against Purchaser or its Affiliates (including Angeion ELA and its Affiliates) or their respective directors, officers and agents under any and all Applicable Laws arising out of or relating to any Product or Technical Materials (including, without limitation, any data in the Technical Materials that are properly included in the Promotional Materials with SupplierManufacturer's prior written approval) related thereto that are manufactured or supplied by Supplier Manufacturer or its Affiliates, including, but not limited to, claims based on strict liability, tort, negligence or breach of express or implied warranty and claims for special, incidental, exemplary and consequential damages, in cases in which it is alleged that personal injury (including, but not limited to, emotional distress or disturbance), direct financial loss, death or property damage was caused by a defect in design, material or manufacture of any of the Products or the Technical Materials (including, without limitation, any data in the Technical Materials that are properly included in the Promotional Materials with SupplierManufacturer's prior written approval) related thereto that are manufactured or supplied by Supplier Manufacturer or its AffiliatesAffiliates hereunder including any misrepresentation or failure to warn in the Technical Materials. "Third Party Claims" shall also include all losses, liabilities, damages, judgments, awards and costs (including reasonable attorneys' fees) arising out of or relating to the claims described in the preceding sentence.

Indemnification for Third Party Claims. (a) Notwithstanding any other provision of this Agreement, Supplier Manufacturer shall be responsible for, and shall assume the defense of and indemnify and hold Purchaser and its Affiliates (including Angeion ELA and its Affiliates) harmless from and against, all Third Party Claims arising out of or related to any Products or Technical Materials related thereto manufactured or supplied by Supplier Manufacturer hereunder; provided that the indemnification obligations of Supplier Manufacturer under this Section shall not apply to any Third Party Claim caused by any misuse, willful misconduct or negligent act or negligent failure to act on the part of Purchaser with respect to the Products including any modification or alteration of the Product other than caused by Supplier Manufacturer after delivery to Purchaser and any implantation after the "use before" date marked on the Product's sterile pack. (b) For purposes of this Agreement, the term "Third Party Claims" shall mean any and all claims, lawsuits or actions asserted against Purchaser or its Affiliates (including Angeion ELA and its Affiliates) or their respective directors, officers and agents under any and all Applicable Laws arising out of or relating to any Product or Technical Materials (including, without limitation, any data in the Technical Materials that are properly included in the Promotional Materials with SupplierManufacturer's prior written approval) related thereto that are manufactured or supplied by Supplier Manufacturer or its Affiliates, including, but not limited to, claims based on strict liability, tort, negligence or breach of express or implied warranty and claims for special, incidental, exemplary and consequential damages, in cases in which it is alleged that personal injury (including, but not limited to, emotional distress or disturbance), direct financial loss, death or property damage was caused by a defect in design, material or manufacture of any of the Products or the Technical Materials (including, without limitation, any data in the Technical Materials that are properly included in the Promotional Materials with Supplier's prior written approval) related thereto that are manufactured or supplied by Supplier or its AffiliatesManufacturer's