Supplier Indemnification. Supplier shall indemnify, hold harmless and defend Distributor, its successors and assigns for all losses, claims and defense costs claimed by any third party for any injury, death or property damage suffered by such third party to the extent resulting from a defect in the manufacture or design of the Product(s) supplied hereunder, unless such injury, death or property damage is the result of Distributor’s negligence, willful misconduct, breach of this Agreement or any modification made by Distributor to the Product(s) without Supplier’s consent.
Supplier Indemnification. Subject always to Your compliance with Section 7.6 (Indemnification Procedures), We, or Our licensor Genesys, will pay to defend You at Our expense and indemnify You for any amounts awarded against You in a final judgment or settlement approved by Us, with respect to any claims by a third party that the unaltered Genesys Cloud Services, as originally delivered to You, infringe or misappropriate any valid and enforceable patents, copyright registrations, federal trade dress registrations and federal trademark trade mark registrations of such third party which are enforceable in signatory countries to the Berne Convention. We may at any time and at Our option and expense: (i) obtain for You a license to continue to use the element of the Genesys Cloud Services that is alleged to infringe a third party’s rights; (ii) modify the Genesys Cloud Services so as to avoid infringement while preserving substantially equivalent functionality; or (iii) terminate the Agreement and the licenses granted hereunder and refund to You the prepaid and unused fees covering the remainder of the term of the applicable Services Order.
Supplier Indemnification. Supplier hereby agrees to defend, hold harmless and indemnify Distributor and its agents, directors, officers and employees from and against any liability or loss or liability for any and all judgments, claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties or costs (including reasonable attorney’s fees, costs and disbursements) resulting from suits, claims, actions and demands, in each case brought by a third party arising out of: (a) a breach of any of Supplier’s representations and warranties under Section 9.1 or 9.3 or of any warranty contained in the General Terms and Conditions, (b) any bodily harm or death caused by defects in materials or workmanship of Products, or on-label use of the Product, or (c) infringement, misuse, misappropriation, tort, unfair competition, passing off or violation by Supplier’s Products or Supplier Marks of any patent, trade secret, trademark, trade name or other intellectual property right of any third party.
Supplier Indemnification. Supplier shall defend and indemnify Customer and its Affiliates against any losses, costs, expenses (including reasonable legal costs) and damages in connection with any third-party claim or action brought against Customer to the extent that such claim directly arises from an allegation that the use of the Services (or any part thereof) infringes the Intellectual Property Rights of a third party (“IP Claim”). This Section shall not apply to the extent the IP Claim is attributable to: (a) use of the Services (or any part thereof) by or on behalf of Customer other than in accordance with the terms of this Agreement; (b) any use by or on behalf of Customer of the Services in combination with any item not supplied or recommended by Supplier where such use of the Services directly gives rise to the IP Claim; or (c) fraud, fraudulent misrepresentation, negligence or wilful misconduct by or on behalf of Customer.
Supplier Indemnification. The Supplier shall indemnify and hold harmless the Moose Jaw Personnel from and against all liability, damage, losses, expenses or costs (including, without limitation, legal fees and disbursements on a solicitor-client basis), suffered or incurred as a result of Claims that are made, brought or prosecuted in any manner whatsoever against the Moose Jaw Personnel by a third party, to the extent any such Claim is based upon, arises out of, results from or is attributable to: (i) the negligent acts or omissions, gross negligence or willful, wanton or intentional misconduct of the Supplier, any subcontractor or anyone for whose acts or omissions any of them may be liable in the supply of the Goods and performance of any Services; or (ii) a breach of this Contract by the Supplier.
Supplier Indemnification. Supplier agrees to indemnify and hold You harmless for and against any Claims that directly or indirectly arise out of or are based on (a) any breach of Supplier’s obligations under this Agreement, and/or (b) any claims that the Supplier owned Intellectual Property Rights licensed to You by Supplier, when used strictly as permitted under this Agreement, infringe any Intellectual Property Rights or other rights of any person.
Supplier Indemnification. The Supplier hereby covenants and agrees to indemnify and hold harmless the Hospital and its officers, agents, and employees from and against any and all claims or demands by or on behalf of any person, firm, corporation or governmental authority, arising out of, attributable to or in connection with the use, occupation, possession, conduct or management of the Supplier concerning the equipment or services performed and rendered hereunder, including, but without limitation, any and all claims for injury or death to persons or damage to property. The Supplier also covenants and agrees to hold the Hospital harmless from and against all judgment costs, counsel fees, expense and liabilities incurred in connection with any such claim and any action or proceeding brought thereon, and in case any action is brought against Hospital by reason of any such claim, the Supplier upon notice from Hospital will resist and defend such action or proceeding by qualified counsel. However, the provisions of this section shall not apply to any claims arising from the negligent or willfully wrongful acts or omissions of Hospital.
Supplier Indemnification. Supplier shall indemnify, defend and hold harmless Purchaser and its Affiliates from and against all damages resulting from third party claims against Purchaser based upon or arising out of (a) Supplier’s negligence or willful misconduct; or (b) Supplier’s breach of the warranties set forth in Sections 7 11 and 7 1.2; except to the extent such damages arise out of (i) Purchaser’s negligence or willful misconduct; (ii) Purchaser’s breach of this Agreement; or (iii) a defect or other non-conformity of any portion of a Purchaser product combined with the Covered Materials.
Supplier Indemnification. Supplier shall defend, indemnify and hold harmless the Stryker Indemnified Parties from and against any and all Claims against the Stryker Indemnified Parties, including all damages, collateral damages and settlements arising therefrom and reasonable attorney’s fees and litigation expenses related thereto, to the extent arising from: (i) the infringement, misappropriation or violation of any Intellectual Property or proprietary right of a Third Party attributable to the manufacture, sale or use of the Products (or, solely in respect of a breach of Section 3.2 of the Development Agreement, the Stryker Products) in accordance with this Agreement, the Related Agreements and Applicable Law; (ii) the negligent, grossly negligent or intentionally wrongful acts or omissions of Supplier, its employees, consultants, Agents and Affiliates in their performance hereunder; (iii) any portion of a Claim alleging personal injury on account of product liability attributable to a Product; (iv) the violation by Supplier, its employees, consultants, Agents and Affiliates in their performance hereunder of any Applicable Law including but not limited to such Applicable Law governing the transportation, handling, disposal or processing of regulated materials; (v) any breach of Supplier’s representations and warranties or covenants hereunder; (vi) a claim of any lien, security interest or other encumbrance made by a Third Party with respect to the Products that is a result of Supplier’s conduct; and (vii) Supplier’s failure to comply with the confidentiality obligations set forth in Section 15 of this Agreement. Notwithstanding anything to the contrary, Claims arising as a result of design defects with respect to the Products in respect of any design element in existence as of the date of 510(k) clearance by the FDA of the Product are not encompassed by this Section 10.1 and are covered solely under Section 7.3(a)(iv) the Development Agreement.
Supplier Indemnification. Supplier will defend, indemnify and hold harmless Service Provider and its ODFI, and their officers, officials, agents, employees and counsel and their respective heirs, administrators, executors, successors and assigns (each of the foregoing, an “Indemnified Party”), from and against, any and all losses, liabilities, claims, damages, interest, judgments, costs, or expenses, including without limitation fees and disbursements of counsel, incurred by any of them arising out of or in connection with or related to: (i) the Entries, Transactions, or the provision of the Services hereunder or (ii) any breach of any applicable merchant services agreements or Supplier's representations, warranties or covenants set forth herein (collectively, “Losses”), except only that Supplier shall not be required to indemnify Service Provider for any Losses to the extent such Loss is finally determined by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of Service Provider. The indemnification obligations of the Supplier under this Agreement shall survive any termination of this Agreement.
