Common use of Indemnified Claims Clause in Contracts

Indemnified Claims. Medis shall indemnify and hold harmless Kensington, its successors, assigns, parent, subsidiaries and Affiliates, and the officers, directors, employees and agents of each of them, from and against any and all losses, damages and expenses of any nature (including reasonable attorneys’ fees) arising out of or relating directly or indirectly to any claim, suit, action, or proceeding (collectively, “Claims”) (i) that its performance or nonperformance under this Agreement infringes, violates or misappropriates any Intellectual Property Right of any third party; (ii) that Medis has or will violate any statute, regulation or rule of law in the manufacture, assembly, packaging or delivery of any Products (except to the extent of Kensington’s liability under Section 14); or (iii) based on the breach or alleged breach by Medis of any representation or warranty in this Agreement alleging personal injury, death, or property damage to a third party caused by a Product or related to a breach of the Product warranty as finally determined by the Parties (except to the extent such damage or Product defect was caused by or arose as a result of the acts of Kensington while the Product was in its control or custody, or in connection with the Packaging of the Products by Kensington, Kensington Work, or Kensington’s distribution of the Product).

Indemnified Claims. Medis shall indemnify and hold harmless KensingtonDistributor, its successors, assigns, parent, subsidiaries and Affiliates, and the officers, directors, employees and agents of each of them, from and against any and all losses, damages and expenses of any nature (including reasonable attorneys’ fees) arising out of or relating directly or indirectly to any claim, suit, action, or proceeding (collectively, “Claims”) (i) that its performance or nonperformance under this Agreement infringes, violates or misappropriates any Intellectual Property Right of any third party; (ii) that Medis has or will violate any statute, regulation or rule of law in the manufacture, assembly, packaging or delivery of any Products (except to the extent of KensingtonDistributor’s liability under Section 14); or (iii) based on the breach or alleged breach by Medis of any representation or warranty in this Agreement alleging personal injury, death, or property damage to a third party caused by a Product or related to a breach of the Product warranty as finally determined by the Parties (except to the extent such damage or Product defect was caused by or arose as a result of the acts of Kensington Distributor while the Product was in its control or custody, or in connection with the Packaging of the Products by KensingtonDistributor, Kensington Distributor Work, or KensingtonDistributor’s distribution of the Product).

Indemnified Claims. Medis shall indemnify and hold harmless KensingtonSuperior, its successors, assigns, parent, subsidiaries and Affiliates, and the officers, directors, employees and agents of each of them, from and against any and all losses, damages and expenses of any nature (including reasonable attorneys’ fees) arising out of or relating directly or indirectly to any claim, suit, action, or proceeding (collectively, “Claims”) (i) that its performance or nonperformance under this Agreement infringes, violates or misappropriates any Intellectual Property Right of any third party; (ii) that Medis has or will violate any statute, regulation or rule of law in the manufacture, assembly, packaging or delivery of any Products (except to the extent of KensingtonSuperior’s liability under Section 14); or (iii) based on the breach or alleged breach by Medis of any representation or warranty in this Agreement alleging personal injury, death, or property damage to a third party caused by a Product or related to a breach of the Product warranty as finally determined by the Parties (except to the extent such damage or Product defect was caused by or arose as a result of the acts of Kensington Superior while the Product was in its control or custody, or in connection with the Packaging of the Products by KensingtonSuperior, Kensington Superior Work, or KensingtonSuperior’s distribution of the Product).

Indemnified Claims. Medis shall indemnify and hold harmless KensingtonQBS, its successors, assigns, parent, subsidiaries and Affiliates, and the officers, directors, employees and agents of each of them, from and against any and all losses, damages and expenses of any nature (including reasonable attorneys’ fees) arising out of or relating directly or indirectly to any claim, suit, action, or proceeding (collectively, “Claims”) (i) that its performance or nonperformance under this Agreement infringes, violates or misappropriates any Intellectual Property Right of any third party; , (ii) that Medis has or will violate any statute, regulation or rule of law in the manufacture, assembly, packaging or delivery of any Products (except to the extent of KensingtonQBS’s liability under Section 14); or (iii) based on the breach or alleged breach by Medis of any representation or warranty in this Agreement alleging personal injury, death, or property damage to a third party caused by a Product or related to a breach of the Product warranty as finally determined by the Parties (except to the extent such damage or Product defect was caused by or arose as a result of the acts of Kensington QBS while the Product was in its control or custody, or in connection with the Packaging of the Products by KensingtonQBS, Kensington QBS Work, or KensingtonQBS’s distribution of the Product).