Common use of Indemnification of LSC Clause in Contracts

Indemnification of LSC. Other than as provided in Section 7.3, in no event shall LSC be liable for any use by LSO of the Meiji Licensed Technology or any loss, claim, damage or liability of any kind or nature, which may arise from or in connection with acts by LSO under this Agreement or the use of the Meiji Licensed Technology by LSO. LSO shall indemnify, defend and hold harmless LSC, including its directors, officers, employees, and agents, against any and all Damages resulting from or arising out of (a) the breach of any representation or warranty made by LSO in this Agreement, (b) any breach or violation of, or failure to properly perform, any covenant or agreement made by LSO in this Agreement or (c) the possession, manufacture, use, sale or other disposition of Licensed Products by LSO or its sublicensees, whether based on breach of warranty, negligence, product liability or otherwise, except to the extent such Damages result from a breach by LSC of any representation, warranty, covenant or agreement of LSC or the gross negligence or willful misconduct of LSC.

Indemnification of LSC. Other than as provided in Section 7.3, in no event shall LSC be liable for any use by LSO of the Meiji LSC Licensed Technology or any loss, claim, damage or liability of any kind or nature, which may arise from or in connection with acts by LSO under this Agreement or the use of the Meiji LSC Licensed Technology by LSO. LSO shall indemnify, defend and hold harmless LSC, including its directors, officers, employees, and agents, against any and all Damages resulting from or arising out of (a) the breach of any representation or warranty made by LSO in this Agreement, (b) any breach or violation of, or failure to properly perform, any covenant or agreement made by LSO in this Agreement or (c) the possession, manufacture, use, sale or other disposition of Licensed Products by LSO or its sublicensees, whether based on breach of warranty, negligence, product liability or otherwise, except to the extent such Damages result from a breach by LSC of any representation, warranty, covenant or agreement of LSC or the gross negligence or willful misconduct of LSC.