Common use of Product Liability - Infringement Clause in Contracts

Product Liability - Infringement. Each Party shall use its commercially reasonable efforts to seek indemnity from the manufacturer of any Merchandise with respect to any and all Losses arising out of, or relating to any Third Party Claim in connection with or resulting from (i) actual or alleged product liability or the handling, possession, storage, use or any other dealing by any person of any Merchandise, or (ii) any actual or alleged infringement of any trademark, patent, copyright or other intellectual property right. To the extent C&S has exhausted its efforts to seek indemnity from the manufacturer as set forth in this Section 8.1(c), but was unable to secure such indemnity, Tops shall indemnify C&S solely with respect to Losses to the extent (a) such Losses are related to private label or Tops unique items or any items acquired and supplied at the direction of Tops, and (b) such Losses do not arise from or are not related to the actual or alleged negligence or willful misconduct of C&S. To the extent Tops has exhausted its efforts to seek indemnity from the manufacturer as set forth in this Section 8.1(c), but was unable to secure such indemnity, C&S shall indemnify Tops solely with respect to any Losses arising out of or relating Third Party Claim as described in clause (i) or (ii) of this paragraph (c) related to C&S’s handling, possession, storage or use of Merchandise, to the extent such Losses do not arise from or are not related to any actual or alleged negligence or willful misconduct of Tops.

Product Liability - Infringement. Each Party The Parties hereto agree that each shall use its commercially reasonable efforts to seek indemnity from the manufacturer of any Merchandise with respect to any and all Losses arising out of, of or relating to any Third Party Claim third party claim in connection with or resulting from (i) actual or alleged product liability or the handling, possession, storage, use or any other dealing by any person of any Merchandise, Merchandise or (ii) any actual or alleged infringement of any trademark, patent, copyright or other intellectual property right. To the extent C&S has exhausted its efforts to seek indemnity from the manufacturer as set forth in this Section 8.1(c6.1(c), but was unable to secure such indemnity, Tops A&P shall indemnify C&S solely with respect to Losses to the extent (a) such Losses are related to private label or Tops A&P unique items (provided such private label or any items acquired and supplied at the direction of Tops, and (b) such unique item Losses do not arise from or are not related to the actual or alleged negligence or willful misconduct of C&S. C&S). To the extent Tops A&P has exhausted its utilized commercially reasonable efforts to seek indemnity from the manufacturer as set forth in this Section 8.1(c6.1(c), but was unable to secure such indemnity, C&S shall indemnify Tops solely A&P with respect to any Losses arising out of or relating Third Party Claim as described in clause (i) or (ii) of this paragraph (c) to any third party product liability claim related to C&S’s handling, possession, storage or use of Merchandise, to the extent such Losses do claim does not arise from or are not related relate to any actual or alleged negligence or willful misconduct of TopsA&P. Notwithstanding anything to the contrary set forth herein, this paragraph shall not be deemed to prohibit or restrict either Party in any way from seeking indemnification from the other Party under this Article 6.

Product Liability - Infringement. Each Party The Parties hereto agree that each shall use its commercially reasonable efforts to seek indemnity from the manufacturer of any Merchandise with respect to any and all Losses arising out of, of or relating to any Third Party Claim third party claim in connection with or resulting from (i) actual or alleged product liability or the handling, possession, storage, use or any other dealing by any person of any Merchandise, Merchandise or (ii) any actual or alleged infringement of any trademark, patent, copyright or other intellectual property right. To the extent C&S has exhausted its efforts to seek indemnity from the manufacturer as set forth in this Section 8.1(cSchedule 10(c), but was unable to secure such indemnity, Tops A&P shall indemnify C&S solely with respect to Losses to the extent (a) such Losses are related to private label or Tops A&P unique items or any items acquired and supplied at the direction of Tops, and (b) such Losses do not arise from or are not related to the actual or alleged negligence or willful misconduct of C&S. To the extent Tops A&P has exhausted its efforts to seek indemnity from the manufacturer as set forth in this Section 8.1(cSchedule 10(c), but was unable to secure such indemnity, C&S shall indemnify Tops solely A&P with respect to any Losses arising out of or relating Third Party Claim as described in clause (i) or (ii) of this paragraph (c) to any third party product liability claim related to C&S’s 's handling, possession, storage or use of Merchandise, to the extent such Losses do claim does not arise from or are not related relate to any actual or alleged negligence or willful misconduct of TopsA&P. Notwithstanding anything to the contrary set forth herein, this paragraph shall not be deemed to prohibit or restrict either Party in any way from seeking indemnification from the other Party under this Schedule 10.