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:
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. 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. 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. 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 i. Except for any liability resulting from any negligent acts or omissions of the Government, the M&O Contractor agrees to indemnify the Government 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 ACT participants or the M&O Contractor, their assignees, or licensees, which was derived from the work performed under ACT transactions. With respect to this H- clause, neither the Government nor the M&O Contractor shall be considered assignees or licensees as a result of reserved Government rights in ACT IP. The indemnity set forth in this paragraph shall apply only if the M&O Contractor shall have been informed as soon and as completely as practical by 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 Government shall have provided all reasonably available information and reasonable assistance requested by the M&O Contractor. No settlement for which the M&O Contractor would be responsible shall be made without the M&O Contractor's consent, unless required by final decree of a court of competent jurisdiction.
PRODUCT LIABILITY INDEMNITY. IGEN expressly and unequivocally agrees to and hereby does indemnify, release, defend and hold ROCHE (and its Affiliates, sublicensees and licensors and their respective officers, directors, shareholders, representatives, employees, consultants and agents and each of the heirs, executors, successors and assigns of the foregoing) harmless from and against all claims, damages, losses, costs and expenses, including reasonable attorneys' fees, arising in favor of any person, firm or corporation resulting from or arising out of liability in any way relating to the Licensed Products sold, placed or otherwise commercialized by IGEN, or its Affiliates, Sublicensees or Authorized Third Parties, including without limitation, the manufacture, packaging, use, sale or other distribution of Licensed Products by IGEN or its Affiliates or sublicensees, or any representation made or warranty given by IGEN with respect to any Licensed Product provided that ROCHE (a) gives IGEN notice of such claim, (b) cooperates with IGEN, at IGEN's expense, in the defense of such claim, and (c) gives IGEN the right to control the defense and settlement of any such claim, except that IGEN shall not enter into any settlement that affects ROCHE's rights or interest without ROCHE's prior written approval. ROCHE shall have no authority to settle any claim on behalf of IGEN. IGEN also agrees to maintain proper product liability insurance policies, reasonably acceptable to ROCHE everywhere it sells Licensed Products and to furnish satisfactory evidence of same upon request by ROCHE from time to time.
