INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE will indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) MSK and its respective trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors, heirs, and assigns (each an “Indemnitee”), against all Third Party Claims (as defined herein) and expenses (including legal expenses and reasonable attorney’s fees) arising out of the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products hereunder or from a breach by LICENSEE of any of its representations, warranties or obligations under this Agreement, provided however, that LICENSEE will not be obligated to indemnify, defend and hold harmless any Indemnitee against any claim, proceeding, demand, expense, or liability to the extent it arises out of, results from, or is increased by (a) fraud, the material breach of this Agreement by MSK, or (b) MSK’s gross negligence or willful misconduct. The Indemnitee will promptly give notice to LICENSEE of any claims or proceedings which might be covered by this Section 10.1 and LICENSEE will have the right to defend the same, including selection of counsel and control of the proceedings; provided that LICENSEE will not, without the written consent of the Indemnitee, settle or consent to the entry of any judgment with respect to such third party claims (i) that does not release the Indemnitee from all liability with respect to such third party claim, or (ii) which may materially adversely affect the Indemnitee or under which the Indemnitee would incur any obligation or liability, other than one as to which LICENSEE has an indemnity obligation hereunder. MSK agrees to cooperate and provide reasonable assistance to such defense at LICENSEE’s expense. MSK at all times reserves the right to select and retain counsel of its own at its own expense to defend MSK’s interests.
INDEMNIFICATION, PRODUCT LIABILITY. 9.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold UNIVERSITY, its trustees, officers, employees and affiliates, harmless against all claims, expenses, damages or liability (collectively, the “Losses”) including legal expenses and reasonable attorneys’ fees, resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Product(s) or arising from any obligation of LICENSEE hereunder, except to the extent that such Losses result from UNIVERSITY’s gross negligence or willful misconduct.
INDEMNIFICATION, PRODUCT LIABILITY. 6.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold SKI and its Affiliates, their Board of Managers, officers, employees and affiliates, harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Product(s) and/or Licensed Process(es) or arising from any obligation of LICENSEE hereunder.
INDEMNIFICATION, PRODUCT LIABILITY. 12.2.1 Licensee shall indemnify and hold harmless (freistellen) Licensor and any of its Affiliates and its respective directors, officers, employees, and agents from any (including past, present or future, contingent, known or unknown) claims, suits, lawsuits, damages, costs, expenses and liabilities to the extent they directly or indirectly arise out of or relate to, whether directly or indirectly, Licensee’s, its Sublicensee’s (either by themselves or through a third party (including its designated distributors, contract manufacturers, dealers and installers)) use of the Licensed Trademarks, Domain Names and the social media accounts pursuant to this Agreement, including third-party claims according to § 4 of the German Product Liability Code (Produkthaftungsgesetz) and similar claims in other jurisdictions (“Product Liability Claims”). This indemnification obligation does not extend to any claims to the extent they (a) have arisen before the Effective Date; (b) have been caused by actions of Licensor or Licensor’s Affiliates; (c) are third-party claims that are brought against Licensee alleging that Licensee’s or any of its Affiliate’s or their Sublicensee’s use of the Licensed Trademarks in accordance with this Agreement infringes any third party’s intellectual property rights; or (d) are a result of Licensor’s express instructions.
INDEMNIFICATION, PRODUCT LIABILITY. 16.1 The Licensee will indemnify the U.S. Government and the University, and their officers, employees, and agents, against any damages, costs and expenses, including attorneys' fees, arising from the commercialization and utilization of the LICENSED PRODUCTS by Licensee, including but not limited to the making, using, selling or exporting of products, processes, or services derived therefrom. This indemnification will include, but will not be limited to, product liability. To the maximum extent permitted by applicable state and federal law, Licensee has the option to control the defense of any suit that may result in Licensee's liability under this section.
INDEMNIFICATION, PRODUCT LIABILITY. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold UNIVERSITY, its trustees, officers, employees and affiliates, harmless against all claims and expenses, including legal expenses and reasonable attorneys' fees, arising out of the death of or injury to any person or persons or out of any damage to property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Product(s) and/or Licensed Process(es) or arising from any obligation of LICENSEE hereunder.
INDEMNIFICATION, PRODUCT LIABILITY. 9.1. The Supplier shall indemnify and hold harmless the Purchaser from and against any and all liabilities and expenses, including without limitation, claims, damages, judgments, awards, settlements, investigations, costs and reasonable legal fees (hereinafter “Claims”), which the Purchaser may incur or become obligated to pay as a result of (i) product liability claims arising from the use of the Organic RiSolubles® in compliance with the Supplier’s intended purposes, (ii) or the breach by the Supplier of any of its representations, warranties, covenants or obligations under this Agreement. Notwithstanding the foregoing, the Supplier shall not be obligated to pay for any Claims resulting from the Purchaser’s, or any of its subsidiary’s, affiliate’s, representative’s or agent’s repackaging or blending of the Organic RiSolubles® with any other ingredients, or negligent or wrongful acts or omissions, or from any improper use of the Organic RiSolubles®.
INDEMNIFICATION, PRODUCT LIABILITY. LICENSEE and LICENSOR shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold each other, along with their respective officers, directors, members, employees and affiliates, harmless against all claims and expenses, including legal expenses and reasonable attorneys' fees, arising out of the death of, or injury to, any person or persons, or out of any damage to property, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from each Party's respective production, manufacture, sale, use, lease, consumption or advertisement of PHER-02, Licensed Products, Licensed Processes, or arising from any other obligation incurred by either PARTY borne from its own actions or otherwise not applicable to this Agreement hereunder.
INDEMNIFICATION, PRODUCT LIABILITY. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold UFRFI and the University, their trustees, officers, employees and affiliates, harmless against all claims and expenses, including legal expenses and reasonable attorneys' fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement by LICENSEE of the Licensed Product(s) and/or Licensed Process(es) or arising from any obligation of LICENSEE hereunder.
INDEMNIFICATION, PRODUCT LIABILITY. 17 ARTICLE 12 – REPRESENTATIONS, WARRANTIES AND DISCLAIMERS ..................................... 18
