Common use of Indemnification; Notice of Breach; Right to Setoff Clause in Contracts

Indemnification; Notice of Breach; Right to Setoff. (a) TRIBUTE’s Indemnification. TRIBUTE shall protect, defend, indemnify and hold harmless MUTUAL, its subsidiaries, and their officers, directors, employees, successors and assigns from and against any losses, damages and expenses (including reasonable counsel fees, costs and expenses incurred in investigating and defending against the assertion of such liabilities) (collectively, “Losses”) that may be sustained, suffered or incurred by MUTUAL or its Affiliates and their respective officers, directors, employees, successors and assigns and which (i) are related to any breach by TRIBUTE of its representations, warranties, or covenants in this Agreement, (ii) arise out of TRIBUTE’s use or ownership of the Purchased Assets on or after the Closing Date, (iii) relate to liability for any Taxes under Internal Revenue Service or United States Department of Treasury Regulations with respect to the transfer of the Purchased Assets; and (iv) arise out of any third party claims against the Product or the Purchased Assets or against MUTUAL or its Affiliates in respect of any matter thereof arising out of or related to events occurring after the Closing Date including, but not limited to, any product liability claims. Notwithstanding the foregoing, Tribute shall have no indemnification obligations with respect to any third party claims in connection with product liability claims arising from the manufacturing of the Products that comprise the Inventory.