Common use of Indemnification from the Distributor Clause in Contracts

Indemnification from the Distributor. Subject to the provisions of Section 9.3, the Distributor shall defend, indemnify and hold Biomatrix and its Affiliates and their respective directors, officers, agents and employees harmless from and against any and all liabilities, claims, damages and expenses (including without limitation actual court costs and reasonable attorneys' fees regardless of outcome) resulting from claims of third parties or arising out of: (a) any failure by the Distributor, its Affiliates or Subdistributors to act in accordance with the terms of this Agreement and/or any applicable laws and regulations in the Territory in connection with the Agreement Product and any Improved Agreement Product(s), including without limitation any unauthorized representations, warranties or guarantees given by the Distributor, its Affiliates or Subdistributors; (b) any unauthorized use of an unapproved label on the Agreement Product or any Improved Agreement Product(s); and/or (c) any activities of the Distributor, its Affiliates or Subdistributors relating to the promotion, marketing, sale and distribution of the Agreement Product and any Improved Agreement Product(s); provided, however, that upon Biomatrix being advised of any assertions of any such third party claims or suits or upon the bringing or filing of such claims or suits by any third party against Biomatrix, Biomatrix will promptly notify the Distributor thereof and Biomatrix may, at its option, permit the Distributor's attorneys to handle and control the defense of such claims or suits at the Distributor's cost and Biomatrix will co-operate with the Distributor in the defense thereof. The parties agree that there shall be no settlements, whether agreed to in court or out of court, without the prior written consent of the indemnifying party.

Indemnification from the Distributor. Subject to the provisions of Section 9.3, the Distributor shall defend, indemnify and hold Biomatrix and its Affiliates and their respective directors, officers, agents and employees harmless from and against any and all liabilities, claims, damages and expenses (including without limitation actual court costs and reasonable attorneys' fees regardless of outcome) resulting from claims of third parties or arising out of: (a) any failure by the Distributor, its Affiliates or Subdistributors Distributor to act in accordance with the terms of this Agreement and/or any applicable laws and regulations in the Territory in connection with the Agreement Product and any Improved Agreement Product(s), including without limitation any unauthorized representations, warranties or guarantees given by the Distributor, Distributor or its Affiliates or SubdistributorsAffiliates; (b) any unauthorized use of an unapproved label on the Agreement Product or any Improved Agreement Product(s); and/or (c) any activities of the Distributor, Distributor or its Affiliates or Subdistributors relating to the promotion, marketing, sale and distribution of the Agreement Product and any Improved Agreement Product(s); provided, however, that upon Biomatrix being advised of any assertions of any such third party claims or suits or upon the bringing or filing of such claims or suits by any third party ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. against Biomatrix, Biomatrix will promptly notify the Distributor thereof and Biomatrix may, at its option, permit the Distributor's attorneys to handle and control the defense of such claims or suits at the Distributor's cost and Biomatrix will co-operate with the Distributor in the defense thereof. The parties agree that there shall be no settlements, whether agreed to in court or out of court, without the prior written consent of the indemnifying party.