MICROART Indemnification Sample Clauses

MICROART Indemnification. MICROART shall indemnify, defend and hold TIVIC harmless from any damage, expense, loss or liability, including, without limitation, reasonable attorney’s fees, in connection with any third party claim to the extent arising out of, resulting from or based upon (i) any defect of a Product which would be a defect covered under Section 5 of this Agreement and not a result of the exclusions set forth therein; (ii) any materials, packaging, inserts or other materials supplied by MICROART; (iii) MICROART’s operation of its business, including, but not limited to, any failure of MICROART to comply with any law or regulation regarding the possession, manufacturing, distribution or sale of the Products, or (iv) the negligence, willful misconduct or fraud of MICROART; provided, however, that MICROART shall not have any obligation to indemnify TIVIC to the extent that the claim arises out of (i) TIVIC’s design specifications or treatment plan; (ii) any materials, packaging, inserts or other materials supplied by TIVIC; (iii) the negligence or willful misconduct of TIVIC, (iv) a breach of any of TIVIC’s obligations under this Agreement, or (v) any act or failure to act as may be required of TIVIC hereunder in compliance with any of MICROART’s obligations under this Agreement. ▇▇▇▇▇ shall deliver written notice to MICROART of any claim for which ▇▇▇▇▇ may be entitled to seek indemnification from MICROART as soon as practicable following first becoming aware of any such claim, and agrees to fully cooperate with MICROART in the defense of such claim, including, without limitation, delivering or providing (as applicable) any and all data, correspondence and records that may be requested by MICROART in a timely manner. Notwithstanding the foregoing, at their election, and at their own expense, MICROART and/or its insurers may assume direction and control of the defense of any such claim; provided, however, that MICROART shall not enter into any settlement or admit fault on behalf of TIVIC without TIVIC’s prior written consent.