Common use of INDEMNIFICATION, PRODUCT LIABILITY Clause in Contracts

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. 9.2 For the term of this Agreement, upon the commencement of production, sale, or transfer, whichever occurs first, of any Licensed Product, LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, the nature and extent of which insurance coverage shall be commensurate with usual and customary industry practices, as determined by LICENSEE’s good faith assessment. 9.3 Except as otherwise expressly set forth in this Agreement, UNIVERSITY AND SPONSOR MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING.

INDEMNIFICATION, PRODUCT LIABILITY. 9.1 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold UNIVERSITYSKI, its trusteesBoard of Managers, officers, employees and affiliatesAffiliates, harmless against all claims, claims and expenses, damages or liability (collectively, the “Losses”) 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, except to the extent that such Losses result from UNIVERSITY’s gross negligence or willful misconduct. 9.2 8.2 For the term of this Agreement, upon the commencement of production, sale, or transfer, whichever occurs first, of any Licensed ProductProduct or Licensed Process, LICENSEE shall obtain and carry in full force and effect general liability insurance which shall protect LICENSEE and UNIVERSITY SKI in regard to events covered by Section 8.1 above. Such insurance shall list SKI as an additional named insured thereunder, the nature and extent of which insurance coverage shall be commensurate endorsed to include liability coverage, and shall require thirty (30) days written notice to be given to SKI prior to any cancellation or material change thereof. The limits of such insurance shall not be less than one million dollars ($1,000,000) per occurrence with usual and customary industry practices, as determined by LICENSEE’s good faith assessmentan aggregate of three million dollars ($3,000,000) for property damage. LICENSEE shall provide SKI with Certificates of Insurance evidencing the same. 9.3 8.3 Except as otherwise expressly set forth in this Agreement, UNIVERSITY AND SPONSOR MAKE SKI MAKES NO REPRESENTATIONS AND EXTEND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING.

INDEMNIFICATION, PRODUCT LIABILITY. 9.1 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, claims and expenses, damages or liability (collectively, the “Losses”) 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, except to the extent that such Losses result from UNIVERSITY’s gross negligence or willful misconduct. 9.2 8.2 For the term of this Agreement, upon the commencement of production, sale, or transfer, whichever occurs first, of any Licensed ProductProduct or Licensed Process, LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and UNIVERSITY in regard to events covered by Section 8.1 above, the nature and extent of which insurance coverage shall be commensurate with usual and customary industry practices, as determined by LICENSEE’s 's good faith assessment. 9.3 8.3 Except as otherwise expressly set forth in this Agreement, UNIVERSITY AND SPONSOR MAKE MAKES NO REPRESENTATIONS AND EXTEND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING.