TIVIC Indemnification Sample Clauses

TIVIC Indemnification. Tivic shall indemnify, defend and hold MICROART harmless from any damage, expense, loss or liability, including, without limitation, reasonable attorney’s fees, in connection with any third party claim to the extent directly arising out of, resulting from or based upon (i) TIVIC’s design specifications or treatment plan; (ii) any materials, packaging, inserts or other materials supplied by TIVIC; (iii) TIVIC’s operation of its business, including, but not limited to, any failure of TIVIC to comply with any law or regulation regarding the possession, distribution or sale of the Products, (iv) the negligence or willful misconduct of TIVIC, or (v) any claim that TIVIC’s design specifications or any other TIVIC materials violates or infringes any third party Intellectual Property Rights; provided, however, that TIVIC shall not have any obligation to indemnify MICROART to the extent that the claim arises out of (i) any materials, packaging, inserts or other materials supplied by MICROART; (ii) the negligence, willful misconduct or fraud of MICROART, (iii) a breach of any of MICROART’s obligations under this Agreement, or (iv) any act or failure to act as may be required of MICROART hereunder in compliance with any of TIVIC’s obligations under this Agreement. MICROART shall deliver written notice to TIVIC of any claim for which MICROART may be entitled to seek indemnification from TIVIC as soon as practicable following first becoming aware of any such claim, and agrees to fully cooperate with ▇▇▇▇▇ in the defense of such claim, including, without limitation, delivering or providing (as applicable) any and all data, correspondence and records that may be requested by ▇▇▇▇▇ in a timely manner. Notwithstanding the foregoing, at their election, and at their own expense, TIVIC and/or its insurers may assume direction and control of the defense of any such claim; provided, however, that TIVIC shall not enter into any settlement or admit fault on behalf of MICROART without MICROART’s prior written consent.