Indemnity Obligations. In addition to its other indemnification obligations set forth herein, at its sole cost, each party (in such capacity, the “Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the other party and its shareholders, officers, directors, employees, agents, representatives, subcontractors, invitees, successors and assigns (each, an “Indemnitee”) from and against any and all claims, suits, actions, liabilities, losses, costs and expenses (including reasonable attorneys’ fees), judgments and damages (“Claims”) brought against any Indemnitee by a third party which results or arises from, or is attributable to, (i) the Indemnifying Party’s gross negligence, intentional misconduct, or failure to comply with Applicable Laws; or (ii) any breach of this Agreement or any term or condition set forth herein by the Indemnifying Party, or its employees or agents, or any breach of any of such Indemnifying Party’s representations or warranties set forth herein. In addition to its other indemnification obligations hereunder, and except to the extent Polyzen is the Indemnifying Party pursuant to this Section 7.1, Company hereby agrees to indemnify, defend and hold harmless Polyzen and its Indemnitees from and against any and all Claims related to the sale, resale, licensing or registration, distribution or use by Company or any of its end-users of any Product accepted by Company pursuant to Section 2.5 above.
Appears in 5 contracts
Samples: Supply Agreement (Motus GI Holdings, Inc.), Supply Agreement, Supply Agreement
