Common use of Product Liability Indemnification Clause in Contracts

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 require. This defense will be effective commencing with the date on which GM accepts the request and any expenses or other obligations incurred by MIS Account prior to such acceptance will be borne solely by MIS Account. D. Should GM refuse for any reason to undertake the defense on behalf of MIS Account when it is otherwise obligated to do so under this Agreement, MIS Account may conduct its own defense and GM’s liability will be limited to the costs of such defense, including reasonable attorney fees together with any judgment or final settlement paid by MIS Account; provided, however, that MIS Account will notify GM in writing within twenty (20) days of such judgment or settlement. E. GM will have the right to decline to accept such defense or, after accepting the defense but prior to trial, to tender the defense back to MIS Account and MIS Account will be obliged to accept such tender, if GM reasonably concludes that the allegations being pursued are no longer those covered by this indemnity obligation. F. Whenever a lawsuit alleges negligence on the part of both GM and MIS Account, each party will be responsible for its own defense, including costs and attorney fees, unless one party offers to undertake the total defense and the other party agrees thereto in writing. GM’s and MIS Account’s respective responsibility for their own defense pursuant to any other circumstances not within the scope of this Agreement, will in no way affect whatever legal rights either may have to indemnification or contribution. G. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR BUSINESS OPPORTUNITY UNDER THIS AGREEMENT EXCEPT AS SPECIFICALLY PROVIDED IN SECTION X.

Product Liability Indemnification. A. Subject to (a) NEITHER ECC NOR ITS LICENSOR OF THE TECHNOLOGY MAKE OR GIVE, AND THEY HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IN REGARD TO ANY PRODUCTS WHICH MAY BE CONVERTED, USED OR SOLD BY SUBLICENSEE AND WHICH ARE BASED UPON OR UTILIZE THE TECHNOLOGY. Sublicensee acknowledges and agrees that neither ECC nor its licensor of the provisions Technology have previously made or presently make any of this Agreement, and to the extent enforceable under applicable law, GM foregoing warranties or representations. Sublicensee will indemnify and hold MIS Account ECC and its licensor of the Technology harmless against from and against, and hereby assumes liability for the payment of any judgment which and all loss, liability or damage, and for all costs and expenses (including reasonable costs of investigations and reasonable attorneys, accountants, and expert witness fees) that may be entered imposed upon, suffered or incurred by, or successfully asserted against MIS Account to ECC or its licensor of the extent such judgment has been entered Technology 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 actionsor in connection with any liability relating to any Product which is converted, plus reasonable attorney fees and court costs resulting from lawsuits seeking monetary damages commenced against MIS Account used or sold 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 AgreementSublicensee, except to the extent that the liability arises from the negligence of ECC or from the Technology licensed hereunder. In the event any action, suit or proceeding is brought against ECC or its licensor of the Technology with respect to which there may be indemnity pursuant to this paragraph 9, the defense of such injury action, suit or damage was proceeding (including all settlements and arbitrations, trials, appeals or other proceedings) shall be conducted by Sublicensee at its sole cost and expense through legal counsel selected by Sublicensee. ECC and its licensor of the result Technology shall have the right to participate in such defense at their own expense through legal counsel of (I) their choice. If Sublicensee fails to defend any such action, suit or proceedings, for any reason, such failure shall constitute a material breach of this agreement Agreement by MIS Account includingSublicensee and ECC or its licensor of the Technology may undertake defense of such action, but not limited tosuit or proceeding, any warranty contained hereinthrough legal counsel of their choice, at the sole cost and expense of Sublicensee. The parties shall make available to one another, their legal counsel and accountants, all information and documents reasonably available to them which relate to such action, suit or (2) proceeding and shall render such other assistance as they may reasonably require of one another in order to insure the result proper and adequate defense of any defects in the Parts caused by the negligence such action, suit or willful misconduct of MIS Accountproceeding. B. As (b) In addition to the indemnification provided by paragraph 9(a) hereof, Sublicensee shall obtain, and shall maintain during the entire term of this Agreement, a condition product liability insurance policy with a reputable insurance carrier reasonably acceptable to GM’s obligation herewithECC. Such policy shall provide Sublicensee product liability coverage in an amount typical for the industry, MIS Account will notify GM within fifteen (15) days following the date on for Products which MIS Account knew are converted, used or should have known that the injuries or damage alleged in any plaintiff's petition or complaint were caused sold by Parts to MIS Account by GM Sublicensee. Such product liability insurance policy shall name ECC and (I) submit to GM a written notice explaining in reasonable detail the nature and circumstances its licensor of the lawsuit Technology as additional insureds 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 shall provide that ECC will be accepted or rejected by GM within given thirty (30) days prior written notice of receipt. Prior to GM’s response to MIS Account, MIS Account agrees to take all reasonable steps to insure that the defense any termination or cancellation of the action is in no way prejudiced, whether by action or inactionpolicy. If GM accepts the Upon ECC's request, GM will undertake the sole defense Sublicensee shall provide ECC with a copy of such action on behalf policy and of MIS Accountall amendments or modifications thereto. By making Sublicensee shall be required to obtain and maintain the product liability insurance policy called for by the foregoing provisions of this request, MIS Account specifically authorizes GM to settle or to continue to defend such lawsuit, provided that GM will be solely liable for paragraph 9(b) only from and after the payment date of the amount first commercial sale of any settlement which it effects without a Product by Sublicensee, or the consent first public testing of MIS Accounta Product by Sublicensee. If GM accepts Notwithstanding the requestforegoing, MIS Account further agrees due to cooperate fully Sublicensee's substantial net worth, Sublicensee shall not be required to obtain and maintain the product liability insurance required in the defense of the suit in such manner and to such extent as GM may reasonably require. This defense will be effective commencing with the date on which GM accepts the request and any expenses or other obligations incurred by MIS Account prior to such acceptance will be borne solely by MIS Account. D. Should GM refuse for any reason to undertake the defense on behalf of MIS Account when it is otherwise obligated to do so under this Agreement, MIS Account may conduct its own defense and GM’s liability will be limited to the costs of such defense, including reasonable attorney fees together with any judgment or final settlement paid by MIS Account; providedparagraph 9(b) hereof, however, that MIS Account will notify GM in writing within twenty (20Sublicensee shall be required to reimburse ECC or its licensor for any loss suffered by ECC or its licensor which would have been covered under the product liability insurance policy Sublicensee otherwise would have been required to obtain under this paragraph 9(b) days which would have listed ECC and its licensor of such judgment or settlementthe Technology as additional insureds. E. GM will have the right to decline to accept such defense or, after accepting the defense but prior to trial, to tender the defense back to MIS Account and MIS Account will be obliged to accept such tender, if GM reasonably concludes that the allegations being pursued are no longer those covered by this indemnity obligation. F. Whenever a lawsuit alleges negligence on the part of both GM and MIS Account, each party will be responsible for its own defense, including costs and attorney fees, unless one party offers to undertake the total defense and the other party agrees thereto in writing. GM’s and MIS Account’s respective responsibility for their own defense pursuant to any other circumstances not within the scope of this Agreement, will in no way affect whatever legal rights either may have to indemnification or contribution. G. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR BUSINESS OPPORTUNITY UNDER THIS AGREEMENT EXCEPT AS SPECIFICALLY PROVIDED IN SECTION X.

Product Liability Indemnification. A. Subject to (a) NEITHER ECC NOR ITS LICENSOR OF THE TECHNOLOGY MAKE OR GIVE, AND THEY HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IN REGARD TO ANY PRODUCTS WHICH MAY BE MANUFACTURED, USED OR SOLD BY SUBLICENSEE AND WHICH ARE BASED UPON OR UTILIZE THE TECHNOLOGY. Sublicensee acknowledges and agrees that neither ECC nor its licensor of the provisions Technology have previously made or presently make any of this Agreement, and to the extent enforceable under applicable law, GM foregoing warranties or representations. Sublicensee will indemnify and hold MIS Account ECC and its licensor of the Technology harmless against from and against, and hereby assumes liability for the payment of any judgment which and all loss, liability or damage, and for all costs and expenses (including reasonable costs of investigations and reasonable attorneys, accountants, and expert witness fees) that may be entered imposed upon, suffered or incurred by, or asserted against MIS Account to ECC or its licensor of the extent such judgment has been entered Technology 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 actionsor in connection with any liability relating to any Product which is manufactured, plus reasonable attorney fees and court costs resulting from lawsuits seeking monetary damages commenced against MIS Account used or sold 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 AgreementSublicensee, except to the extent that the liability arises from the Technology licensed hereunder. In the event any action, suit or proceeding is brought against ECC or its licensor of the Technology with respect to which there may be indemnity pursuant to this paragraph 9, the defense of such injury action, suit or damage was proceeding (including all settlements and arbitrations, trials, appeals or other proceedings) shall be conducted by Sublicensee at its sole cost and expense through legal counsel selected by Sublicensee. ECC and its licensor of the result Technology shall have the right to participate in such defense at their own expense through legal counsel of (I) their choice. If Sublicensee fails to defend any such action, suit or proceedings, for any reason, such failure shall constitute a material breach of this agreement Agreement by MIS Account includingSublicensee and ECC or its licensor of 16 the Technology may undertake defense of such action, but not limited tosuit or proceeding, any warranty contained hereinthrough legal counsel of their choice, at the sole cost and expense or (2) Sublicensee. The parties shall make available to one another, their legal counsel and accountants, all information and documents reasonably available to them which relate to such action, suit or proceeding and shall render such other assistance as they may reasonably require of one another in order to insure the result proper and adequate defense of any defects in the Parts caused by the negligence such action, suit or willful misconduct of MIS Accountproceeding. B. As (b) In addition to the indemnification provided by paragraph 9(a) hereof, Sublicensee shall obtain, and shall maintain during the entire term of this Agreement, a condition product liability insurance policy with a reputable insurance carrier reasonably acceptable to GM’s obligation herewithECC. Such policy shall provide Sublicensee product liability coverage in an amount typical for the industry, MIS Account will notify GM within fifteen (15) days following the date on for Products which MIS Account knew are manufactured, used or should have known that the injuries or damage alleged in any plaintiff's petition or complaint were caused sold by Parts to MIS Account by GM Sublicensee. Such product liability insurance policy shall name ECC and (I) submit to GM a written notice explaining in reasonable detail the nature and circumstances its licensor of the lawsuit Technology as an additional insureds 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 shall provide that ECC will be accepted or rejected by GM within given thirty (30) days prior written notice of receipt. Prior to GM’s response to MIS Account, MIS Account agrees to take all reasonable steps to insure that the defense any termination or cancellation of the action is in no way prejudiced, whether by action or inactionpolicy. If GM accepts the Upon ECC's request, GM will undertake the sole defense Sublicensee shall provide ECC with a copy of such action on behalf policy and of MIS Accountall amendments or modifications thereto. By making Sublicensee shall be required to obtain and maintain the product liability insurance policy called for by the foregoing provisions of this request, MIS Account specifically authorizes GM to settle or to continue to defend such lawsuit, provided that GM will be solely liable for paragraph 9(b) only from and after the payment date of the amount first commercial sale of any settlement which it effects without a Product by Sublicensee, or the consent first public testing of MIS Accounta Product by Sublicensee. 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 require. This defense will be effective commencing with the date on which GM accepts the request and any expenses or other obligations incurred by MIS Account prior to such acceptance will be borne solely by MIS Account10. D. Should GM refuse for any reason to undertake the defense on behalf of MIS Account when it is otherwise obligated to do so under this Agreement, MIS Account may conduct its own defense and GM’s liability will be limited to the costs of such defense, including reasonable attorney fees together with any judgment or final settlement paid by MIS Account; provided, however, that MIS Account will notify GM in writing within twenty (20) days of such judgment or settlement. E. GM will have the right to decline to accept such defense or, after accepting the defense but prior to trial, to tender the defense back to MIS Account and MIS Account will be obliged to accept such tender, if GM reasonably concludes that the allegations being pursued are no longer those covered by this indemnity obligation. F. Whenever a lawsuit alleges negligence on the part of both GM and MIS Account, each party will be responsible for its own defense, including costs and attorney fees, unless one party offers to undertake the total defense and the other party agrees thereto in writing. GM’s and MIS Account’s respective responsibility for their own defense pursuant to any other circumstances not within the scope of this Agreement, will in no way affect whatever legal rights either may have to indemnification or contribution. G. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR BUSINESS OPPORTUNITY UNDER THIS AGREEMENT EXCEPT AS SPECIFICALLY PROVIDED IN SECTION X.

Product Liability Indemnification. A. Subject (a) CBC and Boston Beer shall each maintain product liability insurance of not less than [*] and in the amount of [*] combined single limit in the aggregate relating to the provisions of this Agreement, and to Products produced at the extent enforceable under applicable law, GM will Latrobe Brewery. (b) CBC shall indemnify and hold MIS Account harmless Boston Beer and all of its affiliates from and against any judgment which may be entered against MIS Account to the extent such judgment has been entered as a result and all loss, liability, cost or expense of any injury nature whatsoever, including reasonable attorneys' fees (collectively, "Product Liability Damages"), arising out of or damage caused associated with all claims made against Boston Beer 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 any party or parties in which bodily for personal injury or property damage is claimed to have been caused by an alleged defect impurities, defects, or adulteration of any kind in the design Products manufactured and/or packaged at the Brewery, regardless of when manufactured or manufacture of any Part which GM supplied to MIS Account under this Agreement, packaged; except to the extent that (i) Product Liability Damages when caused solely by (i) Boston Beer's improper storage, handling, or alteration of the Products in question; (ii) Packaging Materials or Brewing Materials purchased, specified or otherwise approved by Boston Beer subsequent to written notice from CBC reasonably advising that such injury Packaging Materials or damage was Brewing Materials should not be used in the result Products for health and safety reasons: or (iii) Product Liability Damages resulting from inherent properties and/or characteristics of (I) any breach of this agreement by MIS Account the Products, including, but by way of example and not limited toof limitation, health and intoxicating effects of the Products. (c) Boston Beer shall indemnify and hold harmless CBC and all of its affiliates from and against any warranty contained hereinand all Product Liability Damages to the extent arising out of the causes except [*] indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidentiality treatment. from CBC's indemnification obligations under Section 15(b) above. Boston Beer shall indemnify and hold harmless CBC from and against any and all claims, expenses, causes of action or (2) the result liabilities of any defects nature whatsoever (collectively, "Damages"), to the extent that Damages arise solely from the independent conduct of Boston Beer; provided that Damages shall not include any loss, liability, cost or expense incurred by CBC as a consequence of the exercise by Boston Beer of any of its rights under this Agreement. (d) Notwithstanding the provisions of Sections 15(b) and (c) above, in no event shall either Party be liable to indemnify the Parts other Party for consequential damages suffered by the other Party in an amount greater than [*] paid by Boston Beer for all Products produced hereunder during the [*] preceding the month in which occurred the event giving rise to the claim for indemnification, unless such consequential damages are 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 require. This defense will be effective commencing with the date on which GM accepts the request and any expenses or other obligations incurred by MIS Account prior to such acceptance will be borne solely by MIS Account. D. Should GM refuse for any reason to undertake the defense on behalf of MIS Account when it is otherwise obligated to do so under this Agreement, MIS Account may conduct its own defense and GM’s liability will be limited to the costs of such defense, including reasonable attorney fees together with any judgment or final settlement paid by MIS Account; provided, however, that MIS Account will notify GM in writing within twenty (20) days of such judgment or settlement. E. GM will have the right to decline to accept such defense or, after accepting the defense but prior to trial, to tender the defense back to MIS Account and MIS Account will be obliged to accept such tender, if GM reasonably concludes that the allegations being pursued are no longer those covered by this indemnity obligation. F. Whenever a lawsuit alleges negligence on the part of both GM and MIS Account, each party will be responsible for its own defense, including costs and attorney fees, unless one party offers to undertake the total defense and the other party agrees thereto in writing. GM’s and MIS Account’s respective responsibility for their own defense pursuant to any other circumstances not within the scope of this Agreement, will in no way affect whatever legal rights either may have to indemnification or contribution. G. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR BUSINESS OPPORTUNITY UNDER THIS AGREEMENT EXCEPT AS SPECIFICALLY PROVIDED IN SECTION X.Party