Product Liability Indemnification. A. Subject to the provisions of this Agreement, and to the extent enforceable under applicable law, GM will indemnify and hold MIS Account harmless against any judgment which may be entered against MIS Account to the extent such judgment has been entered as a result of any injury or damage caused by Parts sold to MIS Account by GM and resulting as direct consequence of GM’s actions, plus reasonable attorney fees and court costs resulting from lawsuits seeking monetary damages commenced against MIS Account by third parties in which bodily injury or property damage is claimed to have been caused by an alleged defect in the design or manufacture of any Part which GM supplied to MIS Account under this Agreement, except to the extent that such injury or damage was the result of (I) any breach of this agreement by MIS Account including, but not limited to, any warranty contained herein, or (2) the result of any defects in the Parts caused by the negligence or willful misconduct of MIS Account.
B. As a condition to GM’s obligation herewith, MIS Account will notify GM within fifteen (15) days following the date on which MIS Account knew or should have known that the injuries or damage alleged in any plaintiff's petition or complaint were caused by Parts to MIS Account by GM and (I) submit to GM a written notice explaining in reasonable detail the nature and circumstances of the lawsuit and asking GM to assume the defense of the lawsuit and to indemnify MIS Account against any judgment which may be rendered therein and (2) furnish copies of any pleadings which have been served to date, together with all information then available regarding the circumstances of the litigation.
C. The request to assume the defense will be accepted or rejected by GM within thirty (30) days of receipt. Prior to GM’s response to MIS Account, MIS Account agrees to take all reasonable steps to insure that the defense of the action is in no way prejudiced, whether by action or inaction. If GM accepts the request, GM will undertake the sole defense of such action on behalf of MIS Account. By making this request, MIS Account specifically authorizes GM to settle or to continue to defend such lawsuit, provided that GM will be solely liable for the payment of the amount of any settlement which it effects without the consent of MIS Account. If GM accepts the request, MIS Account further agrees to cooperate fully in the defense of the suit in such manner and to such extent as GM may reasonably re...
Product Liability Indemnification. 8.1 LICENSEE shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold RESEARCH FOUNDATION, the University and their trustees, officers, employees and affiliates, harmless against all Losses arising directly out of the death of, or injury to, any person or persons or damage to property resulting from the LICENSEE’s or any of its sublicensee’s production, manufacture, sale, use (both experimental and consumer), lease, consumption or advertisement of the Licensed Product(s), except to the extent such Losses arise, directly or indirectly, out of the negligence or misconduct of RESEARCH FOUNDATION, the University or any of their respective trustees, officers, employees, agents, representatives or affiliates.
8.2 LICENSEE shall procure and maintain liability insurance in amounts customary in the relevant industry in which LICENSEE commercially exploits Licensed Products.
8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, RESEARCH FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTWITHSTANDING ANYTHING IN THIS ARTICLE VIII OR ELSEWHERE HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES WHATSOEVER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Product Liability Indemnification. 16.1 Freescale will defend, at its expense, any suits against Motorola based upon a claim by a third party that a material defect in any Product furnished by Freescale under this Agreement caused death or bodily injury to any person and to pay costs and damages finally awarded based upon such claim in any such suit; provided that Freescale is: (1) promptly notified by Motorola in writing as soon as reasonably practicable after Motorola first became aware of the claim, but in no event later than 15 days after the date on which Motorola first received notice of such claim; and (2) at Freescale’s request and expense, given sole control of the suit and all requested assistance for defense of same. Freescale will not be liable for any settlement made without its written consent.
16.2 This indemnity does not extend to any suit based upon death or bodily injury arising from Product(s) furnished by Freescale that are: (1) altered in any way by Motorola or any third party if the alleged death or bodily injury would not have occurred but for such alteration; (2) combined with any other products or elements not furnished by Freescale if the alleged death or bodily injury would not have occurred but for such combination; or (3) designed and/or manufactured in accordance with Motorola’s designs, specifications, or instructions if the alleged death or bodily injury would not have occurred but for such designs, specifications or instructions.
16.3 THE INDEMNITY PROVIDED IN THIS SECTION IS THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF FREESCALE AND THE REMEDIES PROVIDED IN THIS SECTION WILL BE MOTOROLA’S EXCLUSIVE REMEDIES AGAINST FREESCALE FOR CLAIMS BY THIRD PARTIES FOR DEATH OR BODILY INJURY AND IS PROVIDED IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN REGARD THERETO.
Product Liability Indemnification. The Party manufacturing the Licensed Products under this Agreement (the "Manufacturing Party" or "Indemnifying Party") shall defend the other Party (the "Indemnified Party") at the Manufacturing Party's cost and expense, and will indemnify and hold harmless the Indemnified Party, from and against any and all claims, losses, costs, damages, fees, or expenses arising out of or in connection with the manufacture or design of the Licensed Products (other than claims based on infringement or misappropriation), including, but not limited to, any actual or alleged injury, damage, death, or other consequence occurring to any legal or natural person or property, as a result, directly or indirectly, of the possession, use or consumption of any Licensed Products, claimed by reason of breach of warranty, negligence, product defect, or other similar cause of action, regardless of the form in which any such claim is made. The Party distributing the Licensed Products under this Agreement (the "Distributing Party" or "Indemnifying Party") shall defend the other Party (the "Indemnified Party") at the Distributing Party's cost and expense, and will indemnify and hold harmless the Indemnified Party, from and against any and all claims, losses, costs, damages, fees, or expenses arising out of or in connection with the commercialization, marketing or sale of the Licensed Products (other than claims based on infringement or misappropriation), including, but not limited to, any actual or alleged injury, damage, death, or other consequence occurring to any legal or natural person or property, as a result, directly or indirectly, of the possession, use or consumption of any Licensed Products, claimed by reason of breach of warranty, negligence, product defect or other similar cause of action, regardless of the form in which any such claim is made. In the event of any such claim against an Indemnified Party, such Indemnified Party shall promptly notify the Indemnifying Party in writing of the claim and the Indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnified Party shall cooperate with the Indemnifying Party and may, at its option and expense, be represented in any such action or proceeding. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred by the Indemnified Party without the Indemnifying Party's written authorization.
Product Liability Indemnification. The Customer shall indemnify and hold Drain-Net Technologies LLC harmless from and against any liability, damage, loss, cost, or expense (including, without limitation, reasonable attorney’s fees and expenses necessary to consider, advise, and defend) (collectively, “Liability”), that arises out of or results from:
(a) any claims, including claims for property damage, personal injury, or death to the extent that such claims arise directly or indirectly out of, or as a consequence of, the installation of a Product; (b) any claims, including claims for property damage, personal injury, or death, to the extent that such claims are based upon any wrongful or negligent act or omission by Customer (or its employees or agents).
Product Liability Indemnification. Iomed does not make or give, and hereby specifically disclaims, any warranty, express or implied, concerning the University Products or the Iomed Products, including but not limited to the warranties of merchantability or fitness for a particular purpose. As to all University Products and Iomed Products that are sold or distributed on or after the effective date of this Agreement, the Licensee hereby agrees to indemnify and hold Iomed harmless from and against, and hereby assumes liability for the payment of, any loss, liability or damage and for all costs and expenses, (including reasonable costs of investigation and reasonable attorneys, accountants and expert witness fees) of whatever kind and type that may be imposed upon, suffered or incurred by or asserted against Iomed as a consequence of or in connection with any liability from or relating to the use of the University Products or the Iomed Products by customers of the Licensee or its Sublicensees, or by the ultimate end-users of such University Products and Iomed Products.
Product Liability Indemnification. Seller agrees to and hereby does indemnify, release, defend and hold Sensor Scientific and its officers, directors, employees, shareholders, agents, successors and assigns harmless from and against all claims, damages, losses, costs and expenses, including attorneys’ fees, arising in favor of any person, firm or corporation on account of personal injury or property damage alleged to be caused by the Goods.
Product Liability Indemnification. CLIENT agrees to defend, hold harmless and indemnify AGENCY from any and all loss or damage, costs and expenses, including legal fees, incurred by any claim or action made or filed against AGENCY, claiming loss or injury of any nature whatsoever, as a result of defect in any merchandise, purchase or use of any product supplied, manufactured, or processed by CLIENT.
Product Liability Indemnification. Anterios agrees to defend Xxxxxxx, its agents, directors, officers and employees, at Anterios’s sole expense, and will indemnify and hold harmless Xxxxxxx, its agents, directors, officers and employees, from and against any and all product liability losses, costs, damages, fees or expenses arising out or in connection with Anterios’s or any of its Affiliate’s or sublicensee’s manufacture, use or sale of any Licensed Product, including, but not limited to, any actual or alleged injury, damage, death or other consequence occurring to any person as a result, directly or indirectly, of the possession, use or consumption of any Licensed Product, whether claimed by reason of breach of warranty, negligence, product defect or otherwise, and regardless of the form in which any such claim is made. In the event of any such claim against Xxxxxxx or any agent, director, officer or employee, Xxxxxxx shall promptly notify Anterios in writing of the claim and Anterios shall manage and control, at its sole expense, the defense of the claim and its settlement. Xxxxxxx shall cooperate with Anterios and may, at its option and expense, be represented in any such action or proceeding. Anterios shall not be liable for any litigation costs or expenses incurred by Xxxxxxx without Anterios’s written authorization.
Product Liability Indemnification. Seller agrees to protect, indemnify and hold AT&T harmless from and against all liability resulting from any and all claims by third parties for loss, damage or injury (including death) allegedly caused by any Product or Part purchased under this Agreement, to the extent not caused by misuse, abuse or other fault directly attributable to AT&T or its customer, and provided that Seller is promptly notified by AT&T of all such claims following AT&T's initial notification of such claims, and provided further that Seller is given full control over any negotiation, arbitration, or litigation concerning such claims.
