Common use of Indemnity by Tutogen Clause in Contracts

Indemnity by Tutogen. 8.5.1 Tutogen shall defend, indemnify, and hold harmless Sulzer against any liability or damages from any third party claims, suits, proceedings, demands, recoveries, or expenses ("Claims") to the extent that such Claims arise from or are based upon: (i) material breach by Tutogen of any of its representations or warranties contained herein; or (ii) negligence, gross negligence, or intentionally wrongful acts or omissions on the part of Tutogen; provided that Sulzer: (a) promptly notifies Tutogen in writing of any such Claim which comes to its attention; (b) allows Tutogen to control the defense or settlement of such Claim; (c) does not enter into any settlement or compromise of such Claim without the express authorization of Tutogen; and (d) reasonably cooperates with Tutogen in the defense of such Claim, subject to Tutogen's payment of all reasonable out-of-pocket expenses associated with such cooperation by Sulzer. Sulzer shall have the right to participate in a non-controlling fashion in such legal proceeding at its sole expense. 8.5.2 No undertaking of Tutogen under this section shall extend to any such alleged infringement or violation to the extent that it: (a) arises from adherence to design modifications, specifications, drawings, or written instructions which Tutogen is directed by Sulzer to follow, but only if such alleged infringement or violation does not reside in corresponding Processed Tissue of Tutogen's design or selection; or (b) arises from adherence to instructions to apply Sulzer's trademark, trade name, or other company identification; or (c) resides in a Processed Tissue which is not of Tutogen's origin and which is furnished by Sulzer to Tutogen for use under this Agreement; or (d) relates to use of Processed Tissues or other items provided by Tutogen in combination with other Processed Tissues or items furnished either by Tutogen or others, which combination was not installed, recommended, or otherwise approved by Tutogen. In the foregoing cases numbered (a) through (d), Sulzer will defend and hold Tutogen harmless, subject to the same terms and conditions and exceptions stated above, with respect to Tutogen's rights and obligations under this clause.

Indemnity by Tutogen. 8.5.1 Tutogen shall defend, indemnify, and hold harmless Sulzer against any liability or damages from any third party claims, suits, proceedings, demands, recoveries, or expenses ("Claims") to the extent that such Claims arise from or are based upon: (i) material breach by Tutogen of any of its representations or warranties contained herein; or (ii) negligence, gross negligence, or intentionally wrongful acts or omissions on the part of Tutogen; provided that Sulzer: (a) promptly notifies Tutogen in writing of any such Claim which comes to its attention; (b) allows Tutogen to control the defense or settlement of such Claim; (c) does not enter into any settlement or compromise of such Claim without the express authorization of Tutogen; and (d) reasonably cooperates with Tutogen in the defense of such Claim, subject to Tutogen's payment of all reasonable out-of-pocket expenses associated with such cooperation by Sulzer. Sulzer shall have the right to participate in a non-controlling fashion in such legal proceeding at its sole expense. 8.5.2 No undertaking of Tutogen under this section shall extend to any such alleged infringement or violation to the extent that it: (a) arises from adherence to design modifications, specifications, drawings, or written instructions which Tutogen is directed by Sulzer to follow, but only if such alleged infringement or violation does not reside in corresponding Processed Tissue Product of Tutogen's design or selection; or (b) arises from adherence to instructions to apply Sulzer's trademark, trade name, or other company identification; or (c) resides in a Processed Tissue Product which is not of Tutogen's origin and which is furnished by Sulzer to Tutogen for use under this Agreement; or (d) relates to use of Processed Tissues Products or other items provided by Tutogen in combination with other Processed Tissues Products or items furnished either by Tutogen or others, which combination was not installed, recommended, or otherwise approved by Tutogen. In the foregoing cases numbered (a) through (d), Sulzer will defend and hold Tutogen harmless, subject to the same terms and conditions and exceptions stated above, with respect to Tutogen's rights and obligations under this clause.

Indemnity by Tutogen. 8.5.1 7.5.1 Tutogen shall defend, indemnify, and hold harmless Sulzer Spine-Tech against any liability or damages from any third party claims, suits, proceedings, demands, recoveries, or expenses ("“Claims"”) to the extent that such Claims arise from or are based upon: (i) material breach by Tutogen of any of its representations or warranties contained herein; or (ii) negligence, gross negligence, or intentionally wrongful acts or omissions on the part of Tutogen; provided that Sulzer: Spine-Tech: (a) promptly notifies Tutogen in writing of any such Claim which comes to its attention; (b) allows Tutogen to control the defense or settlement of such Claim; (c) does not enter into any settlement or compromise of such Claim without the express authorization of Tutogen; and (d) reasonably cooperates with Tutogen in the defense of such Claim, subject to Tutogen's ’s payment of all reasonable out-of-pocket expenses associated with such cooperation by SulzerSpine-Tech. Sulzer Spine-Tech shall have the right to participate in a non-controlling fashion in such legal proceeding at its sole expense. 8.5.2 7.5.2 No undertaking of Tutogen under this section shall extend to any such alleged infringement or violation to the extent that it: (a) arises from adherence to design modifications, specifications, drawings, or written instructions which Tutogen is directed by Sulzer Spine-Tech to follow, but only if such alleged infringement or violation does not reside in a corresponding Processed Tissue Biologic Implant of Tutogen's ’s design or selection; or (b) arises from adherence to instructions to apply Sulzer's Spine-Tech’s trademark, trade name, or other company identification; or (c) resides in a Processed Tissue Biologic Implant which is not of Tutogen's ’s origin and which is furnished by Sulzer Spine-Tech to Tutogen for use under this Agreement; or (d) relates to use of Processed Tissues Biologic Implants or other items provided by Tutogen in combination with other Processed Tissues Biologic Implants or items furnished either by Tutogen or others, which combination was not installed, recommended, or otherwise approved by Tutogen. In the foregoing cases numbered (a) through (d), Sulzer Spine-Tech will defend and hold Tutogen harmless, subject to the same terms and conditions and exceptions stated above, with respect to Tutogen's ’s rights and obligations under this clause.

Indemnity by Tutogen. 8.5.1 Tutogen shall defend, indemnify, and hold harmless Sulzer against any liability or damages from any third party claims, suits, proceedings, demands, recoveries, or expenses ("“Claims"”) to the extent that such Claims arise from or are based upon: ; (i) material breach by Tutogen of any of its representations or warranties contained herein; or (ii) negligence, gross negligence, or intentionally wrongful acts or omissions on the part of Tutogen; provided that Sulzer: : (a) promptly notifies Tutogen in writing of any such Claim which comes to its attention; (b) allows Tutogen to control the defense or settlement of such Claim; (c) does not enter into any settlement or compromise of such Claim without the express authorization of Tutogen; and (d) reasonably cooperates with Tutogen in the defense of such Claim, subject to Tutogen's ’s payment of all reasonable out-of-pocket expenses associated with such cooperation by Sulzer. Sulzer shall have the right to participate in a non-controlling fashion in such legal proceeding at its sole expense. 8.5.2 No undertaking of Tutogen under this section shall extend to any such alleged infringement or violation to the extent that it: (a) arises from adherence to design modifications, specifications, drawings, or written instructions which Tutogen is directed by Sulzer to follow, but only if such alleged infringement or violation does not reside in corresponding Processed Tissue of Tutogen's ’s design or selection; or (b) arises from adherence to instructions to apply Sulzer's ’s trademark, trade name, or other company identification; or (c) resides in a Processed Tissue which is not of Tutogen's ’s origin and which is furnished by Sulzer to Tutogen for use under this Agreement; or (d) relates to use of Processed Tissues or other items provided by Tutogen in combination with other Processed Tissues or items furnished either by Tutogen or others, which combination was not installed, recommended, or otherwise approved by Tutogen. In the foregoing cases numbered (a) through (d), Sulzer will defend and hold Tutogen harmless, subject to the same terms and conditions and exceptions stated above, with respect to Tutogen's ’s rights and obligations under this clause.

Indemnity by Tutogen. 8.5.1 7.3.1 Tutogen shall defend, indemnify, and hold harmless Sulzer against any liability or damages from any third party claims, suits, proceedings, demands, recoveries, or expenses ("Claims") to the extent that such Claims arise from or are based upon: (i) material breach by Tutogen of any of its representations or warranties contained herein; or (ii) negligence, gross negligence, or intentionally wrongful acts or omissions on the part of Tutogen; provided that Sulzer: (a) promptly notifies Tutogen in writing of any such Claim which comes to its attention; (b) allows Tutogen to control the defense or settlement of such Claim; (c) does not enter into any settlement or compromise of such Claim without the express authorization of Tutogen; and (d) reasonably cooperates with Tutogen in the defense of such Claim, subject to Tutogen's payment of all reasonable out-of-pocket expenses associated with such cooperation by Sulzer. Sulzer shall have the right to participate in a non-controlling fashion in such legal proceeding at its sole expense. 8.5.2 7.3.2 No undertaking of Tutogen under this section shall extend to any such alleged infringement or violation to the extent that it: (a) arises from adherence to design modifications, specifications, drawings, or written instructions which Tutogen is directed by Sulzer to follow, but only if such alleged infringement or violation does not reside in corresponding Processed Tissue of Tutogen's design or selection; or (b) arises from adherence to instructions to apply Sulzer's trademark, trade name, or other company identification; or (c) resides in a Processed Tissue which is not of Tutogen's origin and which is furnished by Sulzer to Tutogen for use under this Agreement; or (d) relates to use of Processed Tissues or other items provided by Tutogen in combination with other Processed Tissues or items furnished either by Tutogen or others, which combination was not installed, recommended, or otherwise approved by Tutogen. In the foregoing cases numbered (a) through (d), Sulzer will defend and hold Tutogen harmless, subject to the same terms and conditions and exceptions stated above, with respect to Tutogen's rights and obligations under this clause.

Indemnity by Tutogen. 8.5.1 Tutogen shall defend, indemnify, and hold harmless Sulzer against any liability or damages from any third party claims, suits, proceedings, demands, recoveries, or expenses ("“Claims"”) to the extent that such Claims arise from or are based upon: (i) material breach by Tutogen of any of its representations or warranties contained herein; or (ii) negligence, gross negligence, or intentionally wrongful acts or omissions on the part of Tutogen; provided that Sulzer: : (a) promptly notifies Tutogen in writing of any such Claim which comes to its attention; (b) allows Tutogen to control the defense or settlement of such Claim; (c) does not enter into any settlement or compromise of such Claim without the express authorization of Tutogen; and (d) reasonably cooperates with Tutogen in the defense of such Claim, subject to Tutogen's ’s payment of all reasonable out-of-pocket expenses associated with such cooperation by Sulzer. Sulzer shall have the right to participate in a non-controlling fashion in such legal proceeding at its sole expense. 8.5.2 No undertaking of Tutogen under this section shall extend to any such alleged infringement or violation to the extent that it: (a) arises from adherence to design modifications, specifications, drawings, or written instructions which Tutogen is directed by Sulzer to follow, but only if such alleged infringement or violation does not reside in corresponding Processed Tissue Product of Tutogen's ’s design or selection; or (b) arises from adherence to instructions to apply Sulzer's ’s trademark, trade name, or other company identification; or (c) resides in a Processed Tissue Product which is not of Tutogen's ’s origin and which is furnished by Sulzer to Tutogen for use under this Agreement; or (d) relates to use of Processed Tissues Products or other items provided by Tutogen in combination with other Processed Tissues Products or items furnished either by Tutogen or others, which combination was not installed, recommended, or otherwise approved by Tutogen. In , in the foregoing cases numbered (a) through (d), Sulzer will defend and hold Tutogen harmless, subject to the same terms and conditions and exceptions stated above, with respect to Tutogen's ’s rights and obligations under this clause.

Indemnity by Tutogen. 8.5.1 6.3.1 Tutogen shall defend, indemnify, and hold harmless Sulzer against any liability or damages from any third party claims, suits, proceedings, demands, recoveries, or expenses ("Claims") to the extent that such Claims arise from or are based upon: (i) material breach by Tutogen of any of its representations or warranties contained herein; or (ii) negligence, gross negligence, or intentionally wrongful acts or omissions on the part of Tutogen; provided that Sulzer: (a) promptly notifies Tutogen in writing of any such Claim which comes to its attention; (b) allows Tutogen to control the defense or settlement of such Claim; (c) does not enter into any settlement or compromise of such Claim without the express authorization of Tutogen; and (d) reasonably cooperates with Tutogen in the defense of such Claim, subject to Tutogen's payment of all reasonable out-of-pocket expenses associated with such cooperation by Sulzer. Sulzer shall have the right to participate in a non-controlling fashion in such legal proceeding at its sole expense. 8.5.2 6.3.2 No undertaking of Tutogen under this section shall extend to any such alleged infringement or violation to the extent that it: (a) arises from adherence to design modifications, specifications, drawings, or written instructions which Tutogen is directed by Sulzer to follow, but only if such alleged infringement or violation does not reside in corresponding Processed Tissue of Tutogen's design or selection; or (b) arises from adherence to instructions to apply Sulzer's trademark, trade name, or other company identification; or (c) resides in a Processed Tissue which is not of Tutogen's origin and which is furnished by Sulzer to Tutogen for use under this Agreement; or (d) relates to use of Processed Tissues or other items provided by Tutogen in combination with other Processed Tissues or items furnished either by Tutogen or others, which combination was not installed, recommended, or otherwise approved by Tutogen. In the foregoing cases numbered (a) through (d), Sulzer will defend and hold Tutogen harmless, subject to the same terms and conditions and exceptions stated above, with respect to Tutogen's rights and obligations under this clause.