Indemnification of Medtronic. The Company shall indemnify, defend, and hold harmless Medtronic and each of its subsidiaries, officers, directors, shareholders, employees, agents, and affiliates (Medtronic and such other indemnities are referred to in this Article 8 as "Medtronic") from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs, and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) ("Indemnifiable Losses") resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement or any agreement, certificate or document executed and delivered by the Company pursuant hereto or in connection with any of the transactions contemplated by this Agreement.
Indemnification of Medtronic. The Company shall indemnify, defend and hold harmless Medtronic and each of its subsidiaries, officers, directors and stockholders (Medtronic and such other indemnitees referred to in this Article VII as "Medtronic") from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) ("Indemnifiable Losses"), resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement or any agreement, certificate or document executed and delivered by the Company pursuant hereto or in connection with any of the transactions contemplated by this Agreement.
Indemnification of Medtronic. Orchestra shall indemnify, defend and hold harmless Medtronic and its Affiliates and their respective directors, officers, employees and agents (the “Medtronic Indemnitees”), from and against any and all Losses incurred by any Medtronic Indemnitee resulting from any Third Party Claims to the extent arising from, or occurring as a result of: (a) any claims or actions alleging that Exploitation of Product infringes or misappropriates or would infringe or misappropriate the intellectual property rights of any Third Party; or (b) the negligence or willful misconduct of any Orchestra Indemnitees in connection with Orchestra’s performance of its obligations or exercise of its rights under this Agreement; or (c) any breach of any representations, warranties or covenants of Orchestra in this Agreement; except, in each of (a) through (c), to the extent such Third Party Claims fall within the scope of the indemnification obligations of Medtronic set forth in Section 16.1. In any Third Party Claim where both Orchestra and Medtronic are both at fault, Losses shall be apportioned between the Parties on the basis of the relative fault of each Party relative to the total Losses.
Indemnification of Medtronic. 20 7.2 Indemnification of the Company . . . . . . . . . . . . . . . . . . 21 7.3
Indemnification of Medtronic. AVI shall indemnify, defend and hold harmless Investor, Medtronic and each of its Affiliates, and their respective officers, directors and stockholders (Investor, Medtronic and such other indemnities referred to in this Article 7 as "Medtronic") from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) ("Indemnifiable Losses"), resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any breach of any representation, warranty, covenant or agreement of AVI contained in this Agreement, the Transaction Documents, or any agreement, certificate or document executed and delivered by AVI pursuant hereto or in connection with any of the transactions contemplated by this Agreement.
Indemnification of Medtronic. (a) The Company shall indemnify, defend and hold harmless Medtronic and its parent, Affiliates, subsidiaries, officers, directors, employees, agents and shareholders (collectively the "Medtronic Indemnified Parties") from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment, penalty, fine or judgment) ("Indemnifiable Losses"), resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement or any agreement, certificate or document executed and delivered by the Company pursuant hereto or in connection with any of the transactions contemplated by this Agreement.
(b) The Company will indemnify and hold harmless the Medtronic Indemnified Parties against any Indemnifiable Losses to which the Medtronic Indemnified Parties may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise insofar as such Indemnifiable Losses arise out of or are based upon any untrue or allegedly untrue statement or omission of any material fact required to be stated or necessary to make any statement not misleading, to the extent that such untrue statement or omission is included in the Form S-3 Registration Statement, or related prospectus, or any amendment or supplement to the Form S-3 Registration Statement or such prospectus (the "Filings"), except for such information furnished by Medtronic expressly for use in the Filings; and the Company will further reimburse the Medtronic Indemnified Parties for any legal and other expense reasonably incurred in connection with the seeking of indemnity pursuant to the terms herein.
Indemnification of Medtronic. Inspire shall indemnify, defend and hold harmless Medtronic and its officers, directors, stockholders and Affiliates (such indemnitees referred to in this Article 5 as “Medtronic”) from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) (“Indemnifiable Losses”), resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any of the following:
(a) Any breach of any representation, warranty, covenant or agreement of Inspire contained in this Agreement; and
(b) Any act or omission of Inspire or any of its agents, employees or suppliers arising out of or in connection with the development, commercialization, sale or other use of the Licensed Patents, Assigned Patents or any products licensed by, or developed by or for, Inspire, including but not limited to Product Liability Claim except with respect to Losses arising out of matters for which Medtronic has an obligation to indemnify Inspire pursuant to this Agreement.
Indemnification of Medtronic. MacroPore shall indemnify, defend and hold harmless Medtronic and each of its subsidiaries, divisions, officers, directors, employees, and shareholders from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) whether or not involving a third-party claim (collectively "Indemnifiable Losses"), directly or indirectly resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any one or more of the following:
(a) Any breach of any representation, warranty, covenant, obligation or agreement of MacroPore contained in this Agreement or any agreement, certificate or document executed and delivered by MacroPore pursuant hereto or in connection with any of the transactions contemplated by this Agreement; or
(b) Any liability or claimed liability of MacroPore not expressly assumed by Medtronic pursuant to this Agreement or any other agreement.
Indemnification of Medtronic. Vision-Sciences shall indemnify, defend and hold harmless Medtronic and each of its subsidiaries, divisions, officers, directors, employees, and shareholders (the “Medtronic Indemnified Parties”) from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) whether or not involving a third-party claim (collectively “Indemnifiable Losses”), directly or indirectly resulting from, arising out of, or imposed upon or incurred by any Medtronic Indemnified Party by reason of the following:
(a) any breach of any representation or warranty of Vision-Sciences contained in this Agreement; or
(b) any alleged infringement of any valid and enforceable claim of a third party patent or other Intellectual Property by any EndoSheath Product set forth on Schedule A, except to the extent such infringement is due to an alteration of the EndoSheath Product made after the Effective Date.
Indemnification of Medtronic. ATS shall indemnify, defend and hold harmless Medtronic and its parent, Affiliates, subsidiaries, officers, directors, employees, and shareholders (Medtronic and such other indemnitees referred to in this Article 7 as "Medtronic") from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) ("Indemnifiable Losses"), resulting from, arising out of, or imposed upon or incurred by Medtronic as a result of any third party claim against Medtronic by reason of any breach of any representation, warranty, covenant or agreement of ATS contained in this Agreement.
