Indemnification of Supplier. SPONSOR agrees to defend, indemnify and hold SUPPLIER and its affiliates, and its and their directors, officers, employees or agents harmless against all claims from third parties arising from (i) any breach of any term of this Agreement; or (ii) the negligent or willful actions of SPONSOR; except in each case to the extent of the negligence or willful misconduct of SUPPLIER.
Indemnification of Supplier. Subject to Section 6.3, Licensee shall indemnify Supplier, its Affiliates and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all Losses arising from or occurring as a result of (a) any material breach by Licensee of this Agreement or (b) the gross negligence or willful misconduct of Licensee, its Affiliates or its other sub-contractors in performing Licensee’s obligations under this Agreement, except for those Losses for which Supplier has an obligation to indemnify Licensee and its Affiliates pursuant to Section 6.1, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.
Indemnification of Supplier. PURCHASER will defend, indemnify, and hold harmless SUPPLIER, its officers, agents, employees and Affiliates from any loss, claim, action, damage, penalty, fine, expense or liability (including reasonable defense costs and attorneys fees) ("Claim") to the extent the same arises out of or is related to (a) the breach of any representation, warranty or guarantee made by PURCHASER herein, (b) the handling, possession or use of the Product following delivery to PURCHASER in accordance with Section 3.1 including, without limitation, express and implied warranties of merchantability, fitness for a particular purpose and strict liability, unless the claim results from the applicable Product failing to conform to the Specifications, where such non-compliance is due solely to the actions or omissions of SUPPLIER or (c) any other negligent act or omission of PURCHASER.
Indemnification of Supplier. R-S Matco will indemnify and hold Supplier, its affiliates, employees, agents, contractors officers and directors harmless from and against any and all actual or alleged liability, demands, suits, damages, penalties, settlements, losses, claims, costs or expenses (including, but not limited to, reasonable attorneys' and other fees and costs) arising out of: (i) any claim of infringement by any third party of any patents or trademarks or any claimed violation of other intellectual property rights of any third party arising by virtue of or in connection with Supplier’s manufacture or sale of the Products to the extent arising out of any Product specifications of R-S Matco; and (ii) any breach of this Agreement by the R-S Matco. In the event that R-S Matco fails to defend against any third-party claim, Supplier may defend against, settle or otherwise deal with any such claim in such manner as it may in its good faith discretion deem appropriate, and, to the extent provided in this Section 5.1, R-S Matco shall be liable for indemnification with respect to such matter, including, without limitation, any legal expenses reasonably incurred in connection with such defense.
Indemnification of Supplier. Purchaser shall indemnify, defend and hold harmless Supplier and its Affiliates, and its and their employees, officers and agents from and against any and all Losses, incurred in a Third Party action to the extent arising out of or relating to (a) any material breach by Purchaser of a warranty, representation, or covenant hereunder, or any other material breach of this Agreement by Purchaser, (b) Purchaser’s gross negligence or willful misconduct, or (c) the formulations, Specifications, use, sale, distribution, advertising, labeling, warnings on the Products or marketing of the Products.
Indemnification of Supplier. Subject to the limitation of liability provided in Clause 13.3, Customer shall indemnify and hold Supplier and its officers, directors, agents, servants, and employees harmless against any and all actions, claims, demands, proceedings, suits, losses, damages, costs and expenses (including reasonable legal fees on a solicitor client basis) (in this Clause, “Claims”) of any Third Party, including all Claims for personal injury or death, arising from the use, sale or commercialization of the Product, Claims that Supplier’s use of Customer’s Confidential Information or Intellectual Property knowingly infringes the rights of a Third Party, or Claims arising out of Customer’s breach of its obligations under this Agreement, and which is not attributable to the gross negligence or willful misconduct of Supplier or its officers, directors, agents, servants, employees, students or contractors.
Indemnification of Supplier. XXXXXXXXXXX AGREES TO INDEMNIFY, DEFEND AND HOLD SUPPLIER AND ITS SUCCESSORS AND ASSIGNS HARMLESS FROM AND AGAINST AND IN RESPECT OF DAMAGES ACTUALLY SUFFERED, INCURRED OR REALIZED BY SUCH PERSONS ARISING OUT OF OR RESULTING FROM OR RELATING TO (I) ANY MATERIAL MISREPRESENTATION IN OR MATERIAL OMISSION FROM ANY OTHER AGREEMENT, CERTIFICATE, EXHIBIT OR WRITING DELIVERED TO SUPPLIER PURSUANT TO THIS AGREEMENT, (II) ANY DAMAGES, INJURIES OR OTHER CASUALTIES OF WHATSOEVER KIND, OR BY WHOSOEVER CAUSED, TO THE PERSON OR PROPERTY OF XXXXXXXXXXX ARISING OUT OF OR RESULTING FROM THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT BY XXXXXXXXXXX AND (III) ANY CLAIMS FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS ARISING FROM XXXXXXXXXXX’X ACTS AS DESCRIBED IN SECTION 5.8(B).
Indemnification of Supplier. Customer shall indemnify, defend and hold harmless Supplier and its officers, directors, agents, servants and employees against any and all actions, claims, demands, proceedings, suits, losses, damages, costs and expenses (including reasonable legal fees) of Third Parties (in this Article 14, “Claims”) (including Claims for personal injury or death) to the extent such Claims result from or arise out of [* * *], except, in each case of clause (a) and (b), to the extent Supplier has an obligation to indemnify Customer pursuant to Section 14.2 or 14.3.
Indemnification of Supplier. Broadlane must indemnify, defend, and hold Supplier and its affiliates, officers, directors, and agents harmless from and against all damages, claims, or losses caused by Broadlane’s breach of any term in this Agreement. This indemnity must include provision of a defense to any third-party claims and the advance of costs related to this defense, but does not extend to any portion of the loss due to Supplier’s negligence or willful misconduct. D.
Indemnification of Supplier. KPS shall indemnify, defend, and hold Supplier and its affiliates, officers, directors, and agents harmless from and against all damages, claims, or losses caused by KPS’ breach of any term in this Agreement. This indemnity must include provision of a defense to any third party claims and the advance of costs related to this defense but does not extend to any portion of the loss due to Supplier’s negligence or willful misconduct.
