Common use of Indemnity Obligations Clause in Contracts

Indemnity Obligations. Each Party (the “Indemnifying Party”) shall indemnify the other Party and its Affiliates, directors, officers, employees and agents and their respective successors, heirs and assigns (each an “Indemnified Person”) against any liability, damage, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon them arising from bodily injury or property damage claims made by Third Parties asserted against the Indemnified Person and its Affiliates, directors, officers, employees and agents under this Agreement or arising under any theory of liability (including product liability actions in the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that (a) the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Parties, (b) the act for which indemnification is sought did not constitute gross negligence or reckless or intentional misconduct by such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suit, action or demand, and (e) payment and indemnification of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayed, or by a court of competent jurisdiction.

Indemnity Obligations. Each Party (8.1 To the “Indemnifying Party”) shall fullest extent permitted by law, Architect agrees to defend, indemnify the other Party and its Affiliateshold harmless Owner, ESD112, CSG and their respective officers, directors, officersmembers, partners, agents, employees and agents and their respective successors, heirs and assigns volunteers (individually each an “Indemnified PersonParty” and collectively the “Indemnified Parties”) against any from all claims, liability, damagedamages, loss losses, causes of action, and expenses, including, but not limited to, attorneys’ fees, expert witness fees, court costs, or expense (including reasonable attorneyother costs of any nature related to either Architect’s fees and expenses breach of litigation) incurred by any material representation or imposed upon them arising from bodily injury warranty or property damage claims made by Third Parties asserted against the Indemnified Person and covenant in this Agreement and/or performance or non-performance of its Affiliates, directors, officers, employees and agents services under this Agreement (hereinafter singularly and collectively referred to as “Indemnity Claims”), but only to the extent directly or arising under indirectly caused by the negligence or willful misconduct of the Architect, anyone employed by them, or anyone for whose acts they may be liable. The parties specifically and expressly agree that if Indemnity Claims are caused or alleged to be caused in part by any theory joint or concurrent negligent act (either active or passive) or omission by an Indemnified Party, the Architect shall indemnify, defend and hold harmless such Indemnified Party, as provided above, from such Indemnity Claims to the extent such Indemnity Claims arise out of liability (including product liability actions in or result from the form negligence or willful misconduct of tortthe Architect or anyone directly or indirectly employed by them, warranty or strict liability) concerning a Collaboration Product anyone for whose acts the Architect may be responsible or liable. In no event shall the Architect be obligated to indemnify an External Product; provided that it shall be a condition Indemnified Party for Indemnity Claims which arise out of or result from the sole negligence of such Indemnified Party or its agents, servants or independent contractors who are directly responsible to such indemnity that (a) Indemnified Party, excluding the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to Architect herein. 8.2 In claims against any person or entity indemnified under this Section by an employee of the Architect, any of its consultants of any tier, anyone directly or indirectly employed by them or anyone for whose acts thy may be in, or not opposed toliable, the best interests of the Parties, (b) the act for which indemnification is sought did not constitute gross negligence or reckless or intentional misconduct by such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suit, action or demand, and (e) payment and indemnification of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval obligation under this Section 8.1 shall not be unreasonably withheld limited by the amount or delayedtype of damages, compensation or benefits payable by or for the Architect or a court consultant under workers' compensation acts, disability benefit acts or other employee benefit acts. After mutual negotiation of competent jurisdictionthe parties, the Architect expressly waives immunity as to the Owner under Title 51 RCW, "Industrial Insurance." THE OWNER AND THE ARCHITECT ACKNOWLEDGE THAT THE ABOVE WAIVER WAS MUTUALLY NEGOTIATED BY THE PARTIES. OWNER’S INITIALS: ( ) ARCHITECT’S INITIALS: ( )

Indemnity Obligations. Each Party Subject to Section 8 of this Agreement, each party (the “Indemnifying Party”) shall defend and indemnify the other Party party and its Affiliates, directors, officers, employees employees, and agents and their respective successorscontractors (collectively, heirs and assigns (each an the “Indemnified PersonParties”) and hold the Indemnified Parties harmless from and against any liabilitylosses, damagecosts, loss or expense damages, and fees (including reasonable attorney’s fees and expenses of litigationattorneys’ fees) incurred by or imposed upon them arising from bodily injury or property damage claims made by Third Parties asserted against the Indemnified Person and its Affiliates, directors, officers, employees and agents under this Agreement Parties in connection with any claim or arising under any theory of liability (including product liability actions in action brought by a third party to the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that extent based on: (a) any material breach by the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be in, Indemnifying Party of any warranty or not opposed to, the best interests of the Parties, obligation under this Agreement; (b) any material breach by the act for which indemnification is sought did not constitute gross negligence Indemnifying Party’s acts or reckless or intentional misconduct by such Indemnified Person, omissions; (c) the Indemnified Person provides the indemnifying Parties with prompt written notice use of any claimproduct or service provided by the Indemnifying Party, suitor any other item furnished by the Indemnifying Party to Subscribers. Customer shall defend and indemnify the DigiCert Indemnified Parties and hold them harmless from and against any losses, actioncosts, demand damages, and fees (including reasonable attorneys’ fees) incurred by the DigiCert Indemnified Parties in connection with a third party claim arising from: (a) any material breach of the Subscriber Agreement by a Subscriber receiving a Certificate hereunder; (b) any falsehood or judgment for which indemnification is sought hereunder, misrepresentation of fact provided by Customer or its Subscribers on a Certificate Application; (c) failure by Customer or its Subscribers to disclose a material fact on a Certificate Application if the misrepresentation or omission was made negligently or with the intent to deceive; (d) Customer’s or its Subscribers’ failure to protect its private key or otherwise to take the Indemnified Person cooperates fully in precautions necessary to prevent the defense compromise, loss, disclosure, modification or unauthorized use of such claim, suit, action Customer’s or demand, and a Subscriber’s private key; or (e) payment and indemnification Customer’s or its Subscriber’s use of any matter disposed of by a compromise payment by such Indemnified Personname (including without limitation a common name, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayeddomain name, or by e-mail address) that infringes upon the Intellectual Property Rights or a court of competent jurisdictionthird party.

Indemnity Obligations. Each Party (a) HPI agrees to indemnify and hold harmless TCFG, as follows: (i) against any and all losses, liabilities, claims, damages and reasonable expenses whatsoever arising out of any untrue statement or alleged untrue statement of a fact set forth in the “Indemnifying Party”Registration Statement or the omission or alleged omission therefrom of a fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading unless such statement or omission was made in reliance on and in conformity with written information furnished to HPI by the TCFG expressly for inclusion in the Registration Statement; (ii) shall against any and all losses, liabilities, claims, damages and expenses whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or any claim whatsoever based upon (A) any such untrue statement or omission or any such alleged untrue statement or omission unless such statement or omission was made in reliance on and in conformity with written information furnished to HPI by TCFG expressly for inclusion in the Registration Statement or (B) the rendition by TCFG of any of its services pursuant to this Agreement, except for any gross negligence, malfeasance, act of bad faith or breach of trust by TCFG or for its failure to adhere to the terms and conditions of this Agreement; and (iii) against any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above unless such statement or omission was made in reliance on and in conformity with written information furnished to HPI by TCFG expressly for inclusion in the Registration Statement. (b) HPI agrees to indemnify and hold harmless TCFG, to the other Party same extent as the foregoing indemnity, against any and all losses, liabilities, claims, damages and reasonable expenses whatsoever directly arising out of the exercise by any person of any right under the Securities Act, the Exchange Act on account of violations of the representations, warranties or agreements set forth in Section 5 hereof. (c) TCFG agrees to indemnify and hold harmless HPI, its Affiliatesofficers, directors, officersemployees, employees and agents and their respective successorscounsel and each other person, heirs if any, who controls HPI, to the same extent as the foregoing indemnity from HPI to TCFG in Sections 6(a) and assigns 6(b) hereof, but only with respect to (i) statements or omissions, if any, made in the Registration Statement in reliance upon and in conformity with written information furnished to HPI by TCFG expressly for inclusion in the Registration Statement; and (ii) any action which is the result of the gross negligence, malfeasance, act of bad faith or breach of trust by TCFG or for TCFG's failure to adhere to the terms of this Agreement. If any action shall be brought against HPI or any other person so indemnified based on the Registration Statement and in respect of which indemnity may be sought against TCFG pursuant to this Section 6(c), TCFG shall have the rights and duties given to an indemnifying party under Section 6(d) hereof and HPI and each other person so indemnified shall have the rights and duties given to indemnified parties pursuant to Section 6(a) hereof. The foregoing agreement to indemnify shall be in addition to any liability TCFG may otherwise have including liabilities arising under this Agreement. (d) If any action is brought against either HPI or TCFG (each, an “"Indemnified Person”Party" and collectively, "Indemnified Parties"), in respect of which indemnity may be sought against the other pursuant to Sections 6(a) against - 6(c) above, each such Indemnified Party shall promptly notify the other (the "Indemnifying Party") in writing of the institution of such action (but the failure to so notify shall not relieve the Indemnifying Party from any liabilityliability it may have under this Section 6 unless such failure results in the imposition of a default judgment which cannot be reopened) and the Indemnifying Party shall promptly assume the defense of such action, damageincluding the retention of counsel (reasonably satisfactory to each such Indemnified Party) and payment of expenses. Each such Indemnified Party shall have the right to employ its own counsel in any such case, loss or expense (including reasonable attorney’s but the fees and expenses of litigation) incurred by or imposed upon them arising from bodily injury or property damage claims made by Third Parties asserted against the Indemnified Person and its Affiliates, directors, officers, employees and agents under this Agreement or arising under any theory of liability (including product liability actions in the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it such counsel shall be a condition to such indemnity that (a) at the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests expense of the Parties, (b) the act for which indemnification is sought did not constitute gross negligence or reckless or intentional misconduct by each such Indemnified Person, (c) Party unless the Indemnified Person provides employment of such counsel shall have been authorized in writing by the indemnifying Parties Indemnifying Party in connection with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suit, action or demandthe Indemnifying Party shall have not have promptly employed counsel reasonably satisfactory to each such Indemnified Party to have charge of the defense of such action or each such Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it or them or to other Indemnified Parties which are different from or additional to those available to one or more of the Indemnifying Parties and it would be inappropriate for the same counsel to represent both parties due to actual or potential differing interests between them, in any of which events such fees and (eexpenses shall be borne by the Indemnifying Party and the Indemnifying Party shall not have the right to direct the defense of such action on behalf of each Indemnified Party. Anything in this Section 6(d) payment and indemnification to the contrary notwithstanding, the Indemnifying Party shall not be liable for any settlement of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree claim or otherwise, shall have been approved by the indemnifying Partiesaction effected without its written consent, which approval consent shall not be unreasonably withheld withheld. HPI agrees to promptly notify TCFG of the commencement of any litigation or delayed, proceedings against HPI or by a court any of competent jurisdictionits officers or directors in connection with the Registration Statement.

Indemnity Obligations. Each Party (a) HPI agrees to indemnify and hold harmless ICD, as follows: (i) against any and all losses, liabilities, claims, damages and reasonable expenses whatsoever arising out of any untrue statement or alleged untrue statement of a fact set forth in the “Indemnifying Party”Registration Statement or the omission or alleged omission therefrom of a fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading unless such statement or omission was made in reliance on and in conformity with written information furnished to HPI by the ICD expressly for inclusion in the Registration Statement; (ii) shall against any and all losses, liabilities, claims, damages and expenses whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or any claim whatsoever based upon (A) any such untrue statement or omission or any such alleged untrue statement or omission unless such statement or omission was made in reliance on and in conformity with written information furnished to HPI by ICD expressly for inclusion in the Registration Statement or (B) the rendition by ICD of any of its services pursuant to this Agreement, except for any gross negligence, malfeasance, act of bad faith or breach of trust by ICD or for its failure to adhere to the terms and conditions of this Agreement; and (iii) against any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above unless such statement or omission was made in reliance on and in conformity with written information furnished to HPI by ICD expressly for inclusion in the Registration Statement. (b) HPI agrees to indemnify and hold harmless ICD, to the other Party same extent as the foregoing indemnity, against any and all losses, liabilities, claims, damages and reasonable expenses whatsoever directly arising out of the exercise by any person of any right under the Securities Act, the Exchange Act on account of violations of the representations, warranties or agreements set forth in Section 5 hereof. (c) ICD agrees to indemnify and hold harmless HPI, its Affiliatesofficers, directors, officersemployees, employees and agents and their respective successorscounsel and each other person, heirs if any, who controls HPI, to the same extent as the foregoing indemnity from HPI to ICD in Sections 6(a) and assigns 6(b) hereof, but only with respect to (each an “Indemnified Person”i) against any liabilitystatements or omissions, damageif any, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon them arising from bodily injury or property damage claims made by Third Parties asserted against the Indemnified Person and its Affiliates, directors, officers, employees and agents under this Agreement or arising under any theory of liability (including product liability actions in the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that (a) the Indemnified Person seeking indemnification acted Registration Statement in good faith reliance upon and in a manner reasonably believed conformity with written information furnished to be in, or not opposed to, HPI by ICD expressly for inclusion in the best interests Registration Statement; and (ii) any action which is the result of the Partiesgross negligence, (b) the malfeasance, act for which indemnification is sought did not constitute gross negligence of bad faith or reckless or intentional misconduct breach of trust by such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suit, action or demand, and (e) payment and indemnification of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayed, or by a court of competent jurisdiction.ICD

Indemnity Obligations. Each Subject to the limitations and conditions set forth in this Article 7: (a) Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and their respective directors, officers, employees and agents (collectively with Buyer and its Affiliates, the “Buyer Indemnitees”) from and against any and all claims, demands or suits by any Person, and all losses, liabilities, damages, obligations, payments, costs and expenses (including reasonable legal fees and expenses and including costs and expenses incurred in connection with investigations and settlement proceedings) (each, an “Indemnifiable Loss”), as incurred, asserted against or suffered by any Buyer Indemnitee relating to, resulting from or arising out of (i) any breach by Seller of any representation, warranty, covenant or agreement of Seller contained in this Agreement or (ii) any Assigned Contract with respect to any period prior to Closing. (b) Buyer will indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, trustees, employees and agents (the “Seller Indemnitees”) from and against any and all Indemnifiable Losses, as incurred, asserted against or suffered by any Seller Indemnitee relating to, resulting from or arising out of (i) any breach by Buyer of any representation, warranty, covenant or agreement of Buyer contained in this Agreement, (ii) any Assigned Contract with respect to any period from and after Closing; or (iii) any Transfer Tax obligations imposed on Seller, the Company or their respective Affiliates for which Buyer is responsible under the terms of this Agreement. (c) Any Person entitled to receive indemnification under this Agreement having a claim under these indemnification provisions shall make a good faith effort to recover any Indemnifiable Loss from insurers of such Indemnitee under applicable insurance policies so as to reduce the amount of any Indemnifiable Loss hereunder. The amount of any Indemnifiable Loss shall be reduced to the extent that the relevant Buyer Indemnitee or Seller Indemnitee (each, an “Indemnitee”) receives any insurance proceeds with respect to an Indemnifiable Loss. If the amount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith, will promptly be repaid by the Indemnitee to the Party required to provide indemnification hereunder (the “Indemnifying Party”) with respect to such Indemnifiable Loss. (d) To the fullest extent permitted by law, no Party nor any Buyer Indemnitee or any Seller Indemnitee shall indemnify the be liable to any other Party or any other Buyer Indemnitee or Seller Indemnitee for any claims, demands or suits for consequential, incidental, special, exemplary, punitive, indirect or multiple damages connected with or resulting from any breach of this Agreement (other than breach of this Article 7), or any actions undertaken in connection with or related hereto or thereto, including any such damages based upon breach of contract, tort (including negligence and misrepresentation), breach of warranty, strict liability, statute, operation of law or any other theory of recovery. (e) The rights and remedies of Seller and its AffiliatesAffiliates and Buyer under Section 5.6(f) and this Article 7 are, directors, officers, employees and agents and their respective successors, heirs and assigns (each an “Indemnified Person”) against any liability, damage, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon them arising from bodily injury or property damage claims made by Third Parties asserted against the Indemnified Person solely as between Seller and its AffiliatesAffiliates and Buyer, directors, officers, employees exclusive and agents in lieu of any and all other rights and remedies that Seller and its Affiliates and Buyer may have under this Agreement or arising under otherwise for monetary relief with respect to (i) any theory of liability (including product liability actions in the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that (a) the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be inbreach of, or not opposed tofailure to perform, any covenant or agreement set forth in this Agreement by Seller, the best interests Company or their respective Affiliates or Buyer, as applicable, and (ii) any breach of any representation or warranty by Seller or the PartiesCompany or Buyer. Each Party agrees that the previous sentence shall not limit or otherwise affect any nonmonetary right or remedy that a Party may have under this Agreement or otherwise limit or affect any Party’s right to seek equitable relief, including the remedy of specific performance. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 3, BUYER ACKNOWLEDGES AND AGREES THAT NONE OF SELLER, THE COMPANY, AND THEIR RESPECTIVE AFFILIATES, ARE MAKING ANY REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS, OR IMPLIED, CONCERNING THE OPERATION OF THE BUSINESS (bINCLUDING ANY RELATING TO LIABILITIES, OPERATIONS OF THE GENERATING FACILITIES, CONDITION, VALUE OR QUALITY OF THE BUSINESS OR THEIR PROSPECTS (FINANCIAL OR OTHERWISE), RISKS OR OTHER INCIDENTS OF THE BUSINESS) OR WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER ACKNOWLEDGES AND AGREES THAT EACH OF SELLER AND THE COMPANY SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS OF THE COMPANY OR ANY PART THEREOF, AS TO THE WORKMANSHIP THEREOF, THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, THE APPLICABILITY OF ANY GOVERNMENTAL REQUIREMENTS, INCLUDING BUT NOT LIMITED TO ANY FORMER, CURRENT OR FUTURE ENVIRONMENTAL LAWS, OR WHETHER THE COMPANY POSSESSES SUFFICIENT REAL OR PERSONAL PROPERTY TO OPERATE THE BUSINESS, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 3. BUYER ACKNOWLEDGES AND AGREES THAT EACH OF SELLER AND THE COMPANY FURTHER SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER FORMER, CURRENT OR FUTURE ENVIRONMENTAL LAWS, WITH RESPECT TO THE OPERATION OF THE BUSINESS, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY BUYER, UNLESS EXPRESSLY PROVIDED IN SECTION 3.9. (f) Buyer and Seller agree that, notwithstanding Section 7.1(e), each Party shall retain, subject to the act for which indemnification is sought did not constitute other provisions of this Agreement, including Sections 7.1(d) and 9.3, all remedies at law or in equity with respect to (i) fraud or willful or intentional breaches of this Agreement and (ii) gross negligence or reckless willful or intentional misconduct by such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice wanton acts or omissions to act of any claim, suit, action, demand Indemnitee (or judgment for which indemnification is sought hereunder, (dany contractor or subcontractor thereof) after the Indemnified Person cooperates fully in the defense of such claim, suit, action or demand, and (e) payment and indemnification of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayed, or by a court of competent jurisdictionClosing Date.

Indemnity Obligations. Each Party (the “"Indemnifying Party”") shall --------------------- ------------------ indemnify the other Party and its Affiliates, directors, officers, employees and agents and their respective successors, heirs and assigns (each an “"Indemnified ----------- Person”") against any liability, damage, loss or expense (including reasonable attorney’s ------ attorneys' fees and expenses of litigation) incurred by or imposed upon them arising from bodily injury or property damage claims made by Third Parties asserted against the Indemnified Person and its Affiliates, directors, officers, employees and agents under this Agreement or arising under any theory of liability (including product liability actions in the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that (a) the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Parties, (b) the act for which indemnification is sought did not constitute gross negligence or reckless or intentional misconduct by such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suit, action or demand, and (e) payment and indemnification of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayed, or by a court of competent jurisdiction.