PRODUCT LIABILITY INDEMNITY. Except for any liability resulting from any negligent acts or omissions of the Government or the Facility Contractor, the Sponsor agrees to indemnify the Government and the Facility Contractor for all damages, costs, and expenses, including attorney's fees, arising from personal injury or property damage occurring as a result of the making, using, or selling of a product, process, or service by or on behalf of the Sponsor, its assignees, or licensees, which was derived from the work performed under this Agreement. In respect to this Article, neither the Government nor the Facility Contractor shall be considered assignees or licensees of the Sponsor, as a result of reserved Government and Facility Contractor rights. The indemnity set forth in this paragraph shall apply only if the Sponsor shall have been informed as soon and as completely as practical by the Facility Contractor and/or the Government of the action alleging such claim and shall have been given an opportunity, to the maximum extent afforded by applicable laws, rules, or regulations, to participate in and control its defense, and the Facility Contractor and/or Government shall have provided all reasonably available information and reasonable assistance requested by the Sponsor. No settlement for which the Sponsor would be responsible shall be made without the Sponsor's consent, unless required by final decree of a court of competent jurisdiction.
PRODUCT LIABILITY INDEMNITY. Except for any loss, liability, or claim resulting from any willful misconduct or negligent acts or omissions of the Government, the Facility Contractor, or persons acting on their behalf (“Indemnified Parties”), the Sponsor agrees to hold harmless and indemnify the Indemnified Parties against any losses, liabilities, and claims, including all damages, costs, and expenses, including attorney's fees, arising from personal injury or property damage occurring as a result of the making, using, or selling of a product, process, or service by or on behalf of the Sponsor, its assignees, or licensees, which was derived from the work performed under this Agreement. For purposes of this Article, neither the Government nor the Facility Contractor shall be considered assignees or licensees of the Sponsor, as a result of reserved Government and Facility Contractor rights. This Article shall apply only if the Sponsor was: informed as soon and as completely as practical by the appropriate Indemnified Party of the allegation or claim; afforded, to the maximum extent by applicable laws, rules, or regulations, an opportunity to participate in and control its defense Facility Contractor; and given all reasonably available information and reasonable assistance requested by the Sponsor. No settlement for which the Sponsor would be responsible shall be made without the Sponsor's consent, unless required by a court of competent jurisdiction.
PRODUCT LIABILITY INDEMNITY. Licensee hereby agrees --------------------------- to indemnify, defend and hold harmless Licensor from and against any liability or expense arising from any product liability claim asserted by any party as to any Licensed Product made or sold by Licensee or its Affiliates and sublicensees, other than any claim which arises due to a breach by Licensor of any warranty made herein.
PRODUCT LIABILITY INDEMNITY. Vista agrees to indemnify and defend GDE and its employees and agents from and against any liability or expense arising from any product liability claim asserted by any party as to any Licensed Product Vista manufactured or distributed pursuant to this Agreement or as to the exploitation of the Licensed Products pursuant to this Agreement, including reasonable attorneys' fees, except to the extent that such claim, liability or expense results from the gross negligence or intentional misconduct of GDE or its employees or agents. Such indemnity and defense obligation shall apply to any claims made by employees, subcontractors, sublicensees, customers, or other agents of Vista as well as any member of the general public.
PRODUCT LIABILITY INDEMNITY. The Sponsor hereby agrees to indemnify and hold harmless the University, and the Government, their officers, agents, and employees, from any and all liability, claims or damages, including attorney fees and cost whatsoever, for injury to or death of persons, or damage to or destruction of property, as a result of or arising out of the making, using, or selling of a product, process, or service which was derived from the work performed under this Agreement by or on behalf of the Sponsor, its assignees or licensees, provided, however, that neither the Government nor the University shall be considered assignees or licensees of the Sponsor as a result of reserved Government and University rights.
PRODUCT LIABILITY INDEMNITY. Urohealth agrees to indemnify and defend Vista and its employees and agents from and against any liability or expense arising from any product liability claim asserted by any party as to any Licensed Product manufactured or distributed pursuant to this Agreement or as to the exploitation of the Patent Rights pursuant to this Agreement, including reasonable attorneys' fees, except to the extent that such claim, liability or expense results from the gross negligence or intentional misconduct of Vista or its employees or agents. Such indemnity and defense obligation shall apply to any claims made by employees, subcontractors, sublicensees or other agents of Urohealth as well as any member of the general public.
PRODUCT LIABILITY INDEMNITY. Supplier shall indemnify, defend, and hold all Company Parties harmless against all third-party any and all Claims arising out of, or in connection with, (i) any breach of any representation, warranty, or covenant by Supplier hereunder, or (ii) any negligent or intentionally wrongful act or omission by Supplier in connection with the manufacture, packaging, or labeling of any Products or in connection with any instructions or manuals provided for the Products.
PRODUCT LIABILITY INDEMNITY. 14.1 Licensee is responsible for the Licensed Products under all aspects, in particular concerning product liability. The Licensed Products are reviewed by MBA with respect to design and stylistic elements only, but not concerning product safety or other legal requirements. MBA offers no guarantee (responsibility) that production and distribution of the Licensed Products within the Territory are permitted and will not breach any third party rights. Licensee shall indemnify Indemnitees from all Indemnifiable Costs relating to any failure by Licensee or its sub-contractors or suppliers to observe and perform their respective duties and obligations under this Agreement, including any expenses incurred by DAIMLER in collecting any amounts due from Licensee. Licensee shall also indemnify Indemnitees from all Indemnifiable Costs arising from any claims of third parties, including Licensee's legal representatives, directors, officers, employees and agents as well as its sub-contractors or suppliers, relating to Licensee's performance of, or failure to perform, any duty or obligation under this Agreement and any agreement entered by Licensee in connection with this Agreement.
PRODUCT LIABILITY INDEMNITY. (a) Each Buyer (the "Indemnifying Party") shall indemnify and hold ------------------ harmless Seller, the other Buyer, the other Buyer's Affiliates, and the officers, directors, shareholders, employees and agents, of Seller, the other Buyer and the other Buyer's Affiliates (collectively, the "Indemnified Parties") ------------------- from and against any and all losses, damages, liabilities, obligations, judgments, settlements, costs and other expenses, in an amount not to exceed $2,000,000 per occurrence, incurred or suffered by the Indemnified Parties by reason of the assertion of any claim or the institution of any litigation against them which is directly or indirectly based upon or related to any assertion or finding that any of the products supplied by Seller to the Indemnifying Party has caused or contributed to any damage to property or to the death, illness or injury of any person, regardless of when the claim is asserted or the litigation is instituted.
(b) Seller or the other Buyer, as appropriate, shall notify the Indemnifying Party promptly if any claim is made against any of the Indemnified Parties with respect to which the Indemnifying Party shall have agreed to indemnify such Indemnified Parties as set forth in Section 5.05(a), whereupon --------------- the Indemnifying Party shall undertake to defend and hold the affected Indemnified Parties harmless therefrom.
(c) The Indemnifying Party, at its sole expense, shall assume the defense of any claim as to which it has an indemnification obligation hereunder, or shall cause its insurer to assume such defense. If the defense is not so assumed on a timely basis, the Indemnified Parties shall have the right to assume their own defense, and shall be entitled to reimbursement by the Indemnifying Party for any and all reasonable expenses (including, but not limited to, attorneys' fees) incurred in such defense (subject to the limitations described in Section 5.05(a)). ---------------
PRODUCT LIABILITY INDEMNITY. In addition to Section 10.1, QLT agrees to defend, indemnify and hold harmless RGX and its Affiliates and their respective directors, officers, employees and agents (in this Article 10, the “RGX Indemnified Parties”) from and against all Claims of Third Parties of whatsoever kind or nature (including but not limiting the generality of the foregoing, in respect of death, injury, loss or damage to any person or property) incurred, caused, arising out of or relating to: (a) the administration, utilization and/or ingestion of the Collaboration Products in the Field in the Territory pursuant to any clinical trials conducted by or on behalf of QLT under this Agreement; and (b) the handling, storage, use, transportation, administration, utilization and/or ingestion of the Collaboration Products in the Field in the Territory; except to the extent that such Claims for death, injury, loss or damage to any person or property are attributable directly to the negligence or willful misconduct of the RGX Indemnified Parties in connection with RGX’s performance of the research and development activities conducted by RGX under this Agreement.
