Products Liability Indemnity. Accuray will defend or settle any action brought against Agent to the extent that it is based upon a third-party claim that a Product, as provided by Accuray to Customer under this Agreement is unsafe when used according to Accuray's written product specifications for its intended use, and will pay any costs and damages made in settlement or awarded against Agent in final judgment resulting from any such claim, provided that Agent: (i) gives Accuray prompt notice of any such claim; (ii) gives Accuray sole control of the defense and any related settlement of any such claim; and (iii) gives Accuray, at Accuray's expense, all reasonable information, assistance and authority in connection with the foregoing. Accuray will not be bound by any settlement or compromise that Agent enters into without Accuray's express prior written consent.
Products Liability Indemnity. Supplier shall indemnify, defend and save Gateway harmless from and against any and all claims, demands, damages, liability, loss, cost, expense or attorneys' fees which Gateway may incur, suffer or be required to pay arising from damage to property, or bodily injury to or death of any person arising out of or resulting from any defect in design, material, manufacture or performance of the Product.
Products Liability Indemnity. Seller will indemnify Buyer, its successors, assigns, and customers (whether direct or indirect) against any and all losses, damages and expenses (including attorneys’ fees and other costs of defending any action) which they, or any of them, may sustain or incur as a result of any claim of negligence, breach of warranty, personal injury or death, strict liability in tort or based on any other theory of law in connection with the goods/services furnished by the seller, or as a result of any claim that the goods furnished by the seller fail to conform to or comply with any federal, state or local laws, regulations or standards, or based upon or arising out of any construction or installation, services or facilities furnished by the seller under or in connection with any order..
Products Liability Indemnity. Subject to the limitations set forth in Section 10 (Limitation of Liability), MSS agrees to defend (or settle) and indemnify Representative against any third party claims against Representative for loss, damage, liability or expense (including but not limited to reasonable attorneys' fees) arising out of any defect or alleged defect in the Sample Collection Materials or the processing of PST Tests. MSS will provide Representative with a copy of the products liability insurance policy and notice to the insurance carrier adding Representative to the parties to be notified of any changes and/or cancellations to the policy prior to the Launch Date. Representative will propose any changes deemed necessary to the coverage and MSS will implement all reasonable changes. Representative will provide MSS with a copy of its products liability insurance policy and will add MSS as a recipient of notices of changes and/or cancellations of the policy.
Products Liability Indemnity. Sellers shall indemnify, defend and hold harmless Buyer, its Affiliates, shareholders, members, managers, officers, directors, successors, assigns and agents (collectively, “Buyer Group”) from and against all damages, losses, liabilities and expenses (including reasonable attorney’s fees) (hereinafter, a “Loss”) arising from claims asserted against, resulting to, imposed upon or incurred by any member of the Buyer Group relating to, or resulting from, any Product Liabilities for Products sold prior to the Effective Date, other than for claims that arise from the Weider Liabilities. Buyer shall indemnify, defend and hold harmless Sellers, its Affiliates, shareholders, officers, directors, successors, assigns and agents (collectively, “Seller Group”) from and against all damages, losses, liabilities and expenses (including reasonable attorney’s fees) arising from claims asserted against, resulting to, imposed upon or incurred by any member of the Seller Group relating to, or resulting from, any Product Liabilities for Products manufactured and sold following the Effective Date. For clarification, this Section 2.10 shall survive closing.
Products Liability Indemnity. Subject to the express warranty provided to Buyer by Seller, Seller shall not be liable or responsible for, and shall be saved and held harmless by, Buyer from and against any and all suits, actions, losses, damages, claims, or liability of any character, type, or description, including without limiting the generality of the foregoing all expenses of litigation, court costs, and attorney's fees for damage suffered by Buyer arising out of, or occasioned by, directly or indirectly, the failure or defectiveness of the Equipment sold by Seller pursuant to this Agreement, including all cases in which the defect or failure, and the resultant damage, results from the design, manufacture, marketing, distribution, or operation of the Equipment, or from the failure of Seller to provide timely warnings to any person concerning the Equipment or its use whether that failure or defectiveness is the sole or contributory cause of the resultant damage. It is the expressed intention of Buyer and Seller that the indemnity provided for in this Paragraph is designed and intended to protect Seller from the consequences of defects in the design, manufacture, marketing, distribution, or operation of the Equipment, or from the failure of Seller to provide timely warning to any person concerning the Equipment or its use.
Products Liability Indemnity. Licensee agrees to indemnify, hold harmless and defend Licensor, its trustees, officers, faculty, employees and agents against any and all claims arising out of this Agreement in connection with any damages, losses or liabilities whatsoever with respect to death or injury to person or damage to property from or out of the possession, use or operation of the Licensed Works by the Licensee, or its customers, in any manner whatsoever.
