Manufacturer Indemnification. Manufacturer xxxxxx agrees to save, defend, indemnify and hold harmless Artiva and its officers, directors, employees, consultants, contractors and agents (“Artiva Indemnitees”) from and against any and all Losses to which any such Artiva Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any third party to the extent such Losses arise out of: (a) Agreement Confidential QA Controlled Document Master Agreement for Manufacturing Services Page 19 of 27 Effective Date/ DCR# Document/Version Number March 16, 2020 / DCR001 AGR001.01 the material breach by Manufacturer of any representation, warranty, covenant or agreement made by it under this Agreement or the Quality Agreement, or (b) the gross negligence or willful misconduct of any Manufacturer Indemnitee; except, in each case, to the extent such Losses result from the, material breach by Artiva of any representation, warranty, covenant or agreement made by it under this Agreement, or the gross negligence or willful misconduct of any Artiva Indemnitee.
Manufacturer Indemnification. Manufacturer shall indemnify, defend ---------------------------- and hold Marketer and its Affiliates and their officers, directors, employees, and representatives harmless from and against any and all Third Party claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties and costs (including reasonable attorney's fees) arising out of, related to or in connection with: (a) the manufacture and shipment of Products to Marketer or the use or sale of Products including product liability claims, product recalls and government regulatory actions; (b) the breach of Manufacturer's warranties, representations or covenants set forth in this Agreement; (c) the termination by Manufacturer of any distributor of Products in the Territory (other than Marketer and any sub-distributor appointed by Marketer hereunder); and/or (d) the wrongful or negligent acts or omissions on the part of Manufacturer's employees, agents or representatives except to the extent caused by wrongful or negligent acts or omissions on the part of Marketer's employees, agents or representatives. Manufacturer shall: i) carry liability insurance with a minimum limit of five million dollars ($5,000,000); ii) list Marketer as an additional insured of the policy throughout the Term of this Agreement; and iii) provide Marketer with a certificate evidencing such insurance within thirty (30) days after execution of this Agreement.
Manufacturer Indemnification. Manufacturer hereby agrees to indemnify, defend and hold harmless SalesCo from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, costs (including reasonable attorneys’ fees), expenses and disbursements of any kind or nature whatsoever (collectively, “Losses”) arising out of or in connection with Manufacturer’s breach of any of its representations, warranties, covenants or agreements in this Agreement; provided that Manufacturer shall have no obligation under this Section 9.1 to SalesCo with respect to any such Losses to the extent resulting from gross negligence or willful misconduct of SalesCo, its agents or its assignees. Manufacturer shall also save, hold harmless, and defend SalesCo from and against any Losses on account of or resulting from any claim or action for infringement of any existing or future patent, copyright, or trademark in the Territory, or misappropriation of any trade secret or other intellectual property right with respect to Product; provided that Manufacturer shall have no obligation under this Section 9.1 to SalesCo with respect to any such Losses to the extent resulting from gross negligence or willful misconduct of SalesCo, its agents or its assignees. Manufacturer shall defend any such claim or action at its own expense, provided that SalesCo promptly notifies Manufacturer on learning of any such claim or action and cooperates with Manufacturer in defending any such claim or action. The agreements set forth in this Section 9.1 shall survive the collection of all Purchased Receivables, the termination of this Agreement and the payment of all amounts payable hereunder.
Manufacturer Indemnification. Manufacturer will defend, indemnify and hold harmless XM from and against any and all suits, actions, claims, judgments, debts, obligations or rights of action of any nature or description arising from product liability laws with respect to XM Receivers manufactured by Manufacturer and all reasonable costs, including reasonable attorneys’ fees, incurred by XM with respect thereto. This indemnity provision will impose no obligation upon Manufacturer to the extent that the risk indemnified against hereunder arises solely from the negligent acts or omissions of XM or is otherwise attributable to XM under product liability laws.
Manufacturer Indemnification. Subject to the terms and conditions hereof, MANUFACTURER agrees to defend, indemnify and hold DISTRIBUTOR, its subsidiaries, affiliates and agents harmless from and against any and all third party claims of loss, liability, costs and expenses (including reasonable legal fees and costs) arising out of any Defect in the Product.
Manufacturer Indemnification. Manufacturer will fully defend, indemnify, and hold Assembler and its officers, directors and employees, to the extent of their lawful acts, harmless from any claim, suit, threat or legal proceeding and all damages, costs, expenses, and other liabilities arising from any of the foregoing (including attorneys' fees) resulting from the inaccuracy of any representations or warranties of Manufacturer or Manufacturer's breach of any of its warranty obligations hereunder.
Manufacturer Indemnification. Manufacturer will fully defend, indemnify, and hold Master Distributor and its officers, directors and employees in respect of lawful acts, harmless from any claim, suit, threat or legal proceeding and all damages, costs, expenses, and other liabilities arising from any of the foregoing (including attorneys' fees) resulting from Manufacturer's breach of its warranty obligations, the use of the Products or from product liability claims alleging defects in the Products (other than the Housing or Automotive Canisters manufactured by Master Distributor under the Assembly Agreement, if any).
Manufacturer Indemnification. Manufacturer shall indemnify, defend and hold harmless VSI, its directors, officers, employees, agents and their respective successors and assigns (the “VSI Indemnitees”), from and against any and all liabilities, damages, losses, settlements, claims, allegations, actions, suits, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) incurred by or asserted against any VSI Indemnitee of whatever kind or nature, to the extent arising from or occurring as a result of a claim or demand made by a third party against any VSI Indemnitee because of or arising out of any (a) breach of any representation or warranty made by Manufacturer hereunder; (b) failure of Manufacturer to manufacture, test, sterilize, package, store, handle, transport, or label the Products and Raw Materials in accordance with the terms of this Agreement, including without limitation, the Specifications, and Manufacturing/Quality System Requirements, and Applicable Regulations; (c) material breach of this Agreement by Manufacturer; or (d) death, personal injury or property damage caused by the negligence or willful misconduct of Manufacturer or any of its subcontractors, agents, employees, director or officers.
Manufacturer Indemnification. Manufacturer shall hold harmless, indemnify, and defend Sponsor from and against any claim, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees (“collectively: “Loss”), arising out of any third party claim resulting from the use of the Investigational Product, provided that Manufacturer’s obligation to hold harmless, indemnify and defend as aforesaid shall be proportionately reduced and shall not apply to the extent that such Loss is the result of Sponsor act of fraud, negligence or willful misconduct or breach of Applicable Law, and further provided that Manufacturer is notified in writing as soon as practicable under the circumstances of any complaint or claim potentially subject to indemnification and has full control of any disposition or settlement of such claim, and Sponsor and everyone on its behalf has fully cooperated with Manufacturer regarding such disposition or settlement; provided however that Manufacturer shall not dispose or settle any claim admitting liability on the part of Sponsor without its prior consent, which consent shall not be unreasonably withheld.
Manufacturer Indemnification. Manufacturer, at its own expense, will defend any suit instituted against Enzymotec and indemnify Enzymotec for amounts finally awarded against Enzymotec by a court of competent jurisdiction in any legal suit brought against Enzymotec by a third party, based on any and all of the Exculpating Circumstances. Such obligation is subject to: (i) Enzymotec promptly notifying Manufacturer in writing of any such claim; (ii) Enzymotec furnishing to Manufacturer all necessary information available to Enzymotec for such defense, and providing reasonable assistance to Manufacturer; (iii) Manufacturer having sole and exclusive control of the defense and/or settlement of such suit, claim, appeals or proceeding, as the case may be; provided, however, that Manufacturer will not admit any fault and/or liability on Enzymotec’ behalf and/or consent to any injunctive order on behalf of Enzymotec without Enzymotec’s prior written consent, or take any actions to defame Enzymotec; and (iv) Enzymotec not admitting any such claim and/or making any payments with respect to such claim without the prior written consent of Manufacturer.
