Common use of Warranties Indemnification Clause in Contracts

Warranties Indemnification. Section 12.1 Customer warrants merchantable title to the NGLs delivered to Processor hereunder and the right to exchange the same pursuant to this Agreement, and further warrants that all such NGLs are, at the time of delivery, free from all and charges, liens, encumbrances, defects and adverse claims. Customer agrees to indemnify and hold Processor harmless from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties arising out of or connected with any allegation that Customer or its Affiliate did not have title or the authority to exchange and convey title to the same or to cause such NGLs to be fractionated and redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred in defense of said claims or causes of action. Said indemnity shall survive the expiration or termination of this Agreement. Section 12.2 Processor warrants title to the Products redelivered to Customer hereunder and the right to exchange the same pursuant to this Agreement, and further warrants that all such Products are, at the time of redelivery, free from all charges, liens, encumbrances, defects and adverse claims, except to the extent that Processor may breach its warranty of title by reason of Customer breaching its warranty of title at paragraph 12.1 with respect to NGLs actually delivered to Processor. Processor agrees to indemnify and hold Customer harmless from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties arising out of or connected with any allegation that Processor or its Affiliate did not have title or the authority to exchange and convey title to the same or to cause such Products to be redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred in defense of said claims or causes of action. Said indemnity shall survive the expiration or termination of this Agreement. Section 12.3 Processor and Customer each assume liability for and shall indemnify, defend and hold harmless the other party, and that party’s partners and Affiliates, and their officers, employees, and agents, from and against all liability, loss, claims, strict liability claims, demands, lawsuits, judgments, orders, penalties, expenses (including but not limited to reasonable attorneys’ fees), costs, and causes of action (collectively referred to as “Claims”) asserted by any person or entity (including but not limited to the employees of either Customer or Processor) for personal injury or death, for compliance with environmental laws, regulations, orders, or guidelines, or for loss or damage to property, arising from or relating to, or claimed to arise from or relate to, the activities of the indemnifying party pursuant to this Agreement, but only to the extent that such Claims are caused by the negligence or willful misconduct of the indemnifying party or its agents or contractors.

Warranties Indemnification. Section 12.1 Customer 8.1 Each of Piramal and Pxxxxxx represents and warrants merchantable title to the NGLs delivered other as follows: 8.1.1 It has full corporate power and authority to Processor hereunder enter into this Agreement and consummate the right transactions contemplated hereby. 8.1.2 It has or shall have such permits, licenses and authorizations of governmental or regulatory authorities as are necessary to exchange own its respective properties, conduct its business and consummate the same pursuant transactions contemplated hereby. 8.2 Piramal covenants, represents and warrants to Pxxxxxx as follows: 8.2.1 Piramal hereby agrees to always supply out of its approved facility the product supplied to Pxxxxxx. 8.2.2 The Products shall conform to the Specifications and shall always be supplied from its approved facility. 8.2.3 During the Term of this Agreement, and further warrants that all such NGLs are, at Piramal shall refrain from making major changes to the time of delivery, free from all and charges, liens, encumbrances, defects and adverse claims. Customer agrees to indemnify and hold Processor harmless from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties arising out of or connected with any allegation that Customer or its Affiliate did not have title DMF or the authority to exchange and convey title to Specifications of the same or to cause such NGLs to be fractionated and redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred in defense of said claims or causes of action. Said indemnity shall survive Products without the expiration or termination of this Agreementprior written approval from Pxxxxxx. Section 12.2 Processor warrants title to 8.2.4 Piramal’s facility has obtained and will maintain all necessary and applicable approvals like from the Products redelivered to Customer hereunder and the right to exchange the same pursuant to this Agreement, and further warrants that all such Products are, at the time of redelivery, free from all charges, liens, encumbrances, defects and adverse claims, except to the extent that Processor may breach its warranty of title by reason of Customer breaching its warranty of title at paragraph 12.1 with respect to NGLs actually delivered to Processor. Processor agrees to indemnify and hold Customer harmless from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties arising out of or connected with any allegation that Processor or its Affiliate did not have title or the authority to exchange and convey title to the same or to cause such Products to be redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred in defense of said claims or causes of action. Said indemnity shall survive the expiration or termination of this AgreementRegulatory Authorities. Section 12.3 Processor and Customer each assume liability for and 8.2.5 Piramal shall indemnify, defend and hold harmless the other partyPxxxxxx and its respective directors, and that party’s partners and Affiliates, and their officers, employees, agents and agents, employees from and against any and all liabilitylosses, lossliabilities, claims, strict liability claims, demands, lawsuits, judgments, ordersdamages, penalties, fines, costs and expenses (including but reasonable legal fees) and other litigation costs regardless the outcome and expenses arising out of or resulting from any third party claims made or suits brought against Pxxxxxx which arise or result from or caused by i) Piramal’s breach of its representations, warranties or agreements set forth in this Agreement, or ii) Piramal’s negligence or willful misconduct in the performance of this Agreement; except in each case to the extent caused by Pxxxxxx’x negligence or willful misconduct or breach of this Agreement. 8.3 Pxxxxxx represents and warrants to Piramal as follows: 8.3.1 Pxxxxxx agrees not limited to reasonable attorneys’ fees)misuse the Products in any manner. 8.3.2 Pxxxxxx shall indemnify defend and hold harmless Piramal and its affiliates and their respective directors, costsofficers, agents and causes of action (collectively referred to as “Claims”) asserted by employees from and any person or entity and all losses, liabilities, claims, damages, penalties, fines, costs and expenses (including but reasonable legal fees) and other litigation costs regardless the outcome and expenses arising out of or resulting from any third party claims made or suits brought against Piramal which arise or result from or caused by i) Pxxxxxx’x breach of its representations, warranties or agreements set forth in this Agreement, or ii) Pxxxxxx’x consequent use of the Products where such use gives rise to third party claims that are not limited related to the employees quality of either Customer the cloprostenol sodium supplied by Piramal to Pxxxxxx or Processor) Pxxxxxx’x negligence or willful misconduct in the performance of this Agreement; except in each case to the extent caused by Piramal’s negligence or willful misconduct or breach of this Agreement, 8.3.3 Pxxxxxx shall ensure that the warehouse, where the Products are stored, is kept and maintained is in good proper conditions for personal injury the purpose of storing the Products. 8.3.4 Pxxxxxx represents and warrants to refrain from any representation, guarantee or death, warranty concerning Products except as expressly authorized in writing by Piramal. 8.4 This Clause 8 and the obligations contained herein shall survive termination of this Agreement for compliance with environmental laws, regulations, orders, or guidelines, or for loss or damage to property, arising from or relating to, or claimed to arise from or relate to, the activities of any reason whatsoever. 8.5 The indemnified Party shall give the indemnifying party pursuant prompt written notice (an “Indemnification Claim Notice”) of any losses or discovery of facts upon which such indemnified Party intends to this Agreement, but only base a request for indemnification. 8.5.1 Each indemnification claim notice must contain a description of the claim and the nature and amount of such loss (to the extent that the nature and amount of such Claims loss are caused known at such time). 8.5.2 At its option, the indemnifying Party may assume the defense of any losses by giving written notice to the negligence indemnified Party within thirty (30) days after the indemnifying Party’s receipt of an Indemnification Claim Notice. 8.5.3 If the indemnifying Party chooses to defend or willful misconduct prosecute any loss, the indemnified Party shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith at the cost and expense of indemnifying Party. 8.5.4 However in the event that indemnifying Party does not assume the defense or settlement of the claim within a reasonable time (in any case not to exceed 30 days) following receipt of Indemnification Claim Notice by indemnified Party, indemnified Party shall be entitled to handle such defense and/or settlement independently and indemnifying party Party shall indemnify indemnified Party for all losses involved, 8.5.5 The indemnified Party will not act against the interest of the indemnifier. 8.5.6 Neither Party shall be deemed to make any representations or its agents warranties, whether express or contractorsimplied, except as specifically set forth herein.

Warranties Indemnification. Section 12.1 Customer 6.1 The Supplier represents and warrants merchantable title to Distributor that all Products delivered to the NGLs delivered Distributor hereunder shall conform in all material respects to Processor hereunder the specifications for such Products attached hereto as Schedule B or subsequently agreed to by the parties hereto, shall be free from material defects in materials and workmanship and shall comply with applicable regulatory agency requirements. Such warranty shall extend to Distributor's customers. Any Product determined by the right Distributor to exchange be defective shall be replaced where located at the same Supplier's expense, and Supplier shall also reimburse the Distributor for all costs incurred by the Distributor in connection with the replacement of such Product. THIS WARRANTY IS EXCLUSIVE REGARDING SUCH PRODUCTS AND IN LIEU OF OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Supplier shall defend and indemnify the Distributor from and against all third party claims arising out of or related to any breach of this warranty. Supplier shall, at its expense, take any measures which may be reasonably required to prevent the recurrence of any defects in the Products. 6.2 The Supplier shall be liable for and defend and indemnify the Distributor against any loss or damage incurred or suffered by Distributor as a result of or in connection with any claim or action relating to (i) the infringement or alleged infringement on the rights of any third party with respect to the Products or any part thereof and (ii) any personal injury caused or alleged to have been caused by any design or manufacturing defect relating to the Products. The Supplier represents and warrants to the Distributor that, to the Supplier's knowledge, there are no rights owned or possessed by any third party that could be asserted to prevent the Distributor from selling Products pursuant to this Agreement. 6.3 Notwithstanding anything contained herein to the contrary, the Supplier shall in no event be liable for any indirect, special or consequential damages whatsoever, including but not limited to loss of profits. 6.4 In selling Products, Distributor shall not make any promises, representations, warranties or guarantees with respect thereto, except those consistent with the provisions of this Agreement. The Distributor shall defend and further warrants that all such NGLs are, at indemnify the time of delivery, free from all and charges, liens, encumbrances, defects and adverse claims. Customer agrees to indemnify and hold Processor harmless Supplier from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties party claims arising out of or connected with related to any allegation that Customer or its Affiliate did not have title or breach of this covenant by the authority to exchange Distributor. 6.5 The representations, warranties and convey title to covenants of the same or to cause such NGLs to be fractionated Supplier and redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred the Distributor set forth in defense of said claims or causes of action. Said indemnity this Section 6 shall survive the expiration or termination of this Agreement. Section 12.2 Processor warrants title to the Products redelivered to Customer hereunder and the right to exchange the same pursuant to this Agreement, and further warrants that all such Products are, at the time of redelivery, free from all charges, liens, encumbrances, defects and adverse claims, except to the extent that Processor may breach its warranty of title by reason of Customer breaching its warranty of title at paragraph 12.1 with respect to NGLs actually delivered to Processor. Processor agrees to indemnify and hold Customer harmless from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties arising out of or connected with any allegation that Processor or its Affiliate did not have title or the authority to exchange and convey title to the same or to cause such Products to be redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred in defense of said claims or causes of action. Said indemnity shall survive the expiration or termination of this Agreement. Section 12.3 Processor and Customer each assume liability for and shall indemnify, defend and hold harmless the other party, and that party’s partners and Affiliates, and their officers, employees, and agents, from and against all liability, loss, claims, strict liability claims, demands, lawsuits, judgments, orders, penalties, expenses (including but not limited to reasonable attorneys’ fees), costs, and causes of action (collectively referred to as “Claims”) asserted by any person or entity (including but not limited to the employees of either Customer or Processor) for personal injury or death, for compliance with environmental laws, regulations, orders, or guidelines, or for loss or damage to property, arising from or relating to, or claimed to arise from or relate to, the activities of the indemnifying party pursuant to this Agreement, but only to the extent that such Claims are caused by the negligence or willful misconduct of the indemnifying party or its agents or contractors.

Warranties Indemnification. Section 12.1 Customer 6.1 eSSI represents and warrants merchantable title to NEWCO that all Products delivered to NEWCO hereunder shall conform in all material respects to the NGLs delivered specifications for such Products attached hereto as Schedule B or subsequently agreed to Processor hereunder by the parties hereto, shall be free from material defects in materials and workmanship and shall comply with applicable regulatory agency requirements. Such warranty shall extend to NEWCO’s customers. Any Product determined by NEWCO to be defective due to the right fault of eSSI shall be replaced where located at eSSI’s expense, and eSSI shall also reimburse NEWCO for all costs incurred by NEWCO in connection with the replacement of such Product. THIS WARRANTY IS EXCLUSIVE REGARDING SUCH PRODUCTS AND IN LIEU OF OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. eSSI shall, at its expense, take any measures which may be reasonably required to exchange prevent the same recurrence of any defects in the Products due to its fault. 6.2 eSSI shall be liable for and defend and indemnify NEWCO against any loss or damage incurred or suffered by NEWCO as a result of or in connection with any claim or action relating to the infringement or alleged infringement on the rights of any third party with respect to the Products or any part thereof. eSSI represents and warrants to NEWCO that, to eSSI’s knowledge, there are no rights owned or possessed by any third party that could be asserted to prevent NEWCO from selling Products pursuant to this Agreement. 6.3 Notwithstanding anything contained herein to the contrary, eSSI shall in no event be liable for any indirect, special or consequential damages whatsoever, including but not limited to loss of profits. 6.4 In selling Products, NEWCO shall not make any promises, representations, warranties or guarantees with respect thereto, except those consistent with the provisions of this Agreement. NEWCO shall defend and further warrants that all such NGLs are, at the time of delivery, free from all and charges, liens, encumbrances, defects and adverse claims. Customer agrees to indemnify and hold Processor harmless eSSI from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties party claims arising out of or connected related to any breach of this covenant by NEWCO. 6.5 NEWCO represents and warrants to eSSI that NEWCO shall not use any technical information or any other trade secrets of eSSI or others affiliated to eSSI and/or its Products nor attempt to reverse engineer or reverse engineer or otherwise create or attempt to create any competitive products with any allegation that Customer or its Affiliate did not have title or the authority to exchange Products. 6.6 The representations, warranties and convey title to the same or to cause such NGLs to be fractionated covenants of eSSI and redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred NEWCO set forth in defense of said claims or causes of action. Said indemnity this Section 6 shall survive the expiration or termination of this Agreement. Section 12.2 Processor warrants title to the Products redelivered to Customer hereunder and the right to exchange the same pursuant to this Agreement, and further warrants that all such Products are, at the time of redelivery, free from all charges, liens, encumbrances, defects and adverse claims, except to the extent that Processor may breach its warranty of title by reason of Customer breaching its warranty of title at paragraph 12.1 with respect to NGLs actually delivered to Processor. Processor agrees to indemnify and hold Customer harmless from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties arising out of or connected with any allegation that Processor or its Affiliate did not have title or the authority to exchange and convey title to the same or to cause such Products to be redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred in defense of said claims or causes of action. Said indemnity shall survive the expiration or termination of this Agreement. Section 12.3 Processor and Customer each assume liability for and shall indemnify, defend and hold harmless the other party, and that party’s partners and Affiliates, and their officers, employees, and agents, from and against all liability, loss, claims, strict liability claims, demands, lawsuits, judgments, orders, penalties, expenses (including but not limited to reasonable attorneys’ fees), costs, and causes of action (collectively referred to as “Claims”) asserted by any person or entity (including but not limited to the employees of either Customer or Processor) for personal injury or death, for compliance with environmental laws, regulations, orders, or guidelines, or for loss or damage to property, arising from or relating to, or claimed to arise from or relate to, the activities of the indemnifying party pursuant to this Agreement, but only to the extent that such Claims are caused by the negligence or willful misconduct of the indemnifying party or its agents or contractors.

Warranties Indemnification. Section 12.1 Customer 1. Each party hereby represents and warrants merchantable title that it is duly organized and validly subsisting and has full authority to enter into this Agreement and to bind the party to the NGLs delivered terms and conditions herein. Each party further represents and warrants that it has caused this Agreement to Processor hereunder and be executed by a duly authorized representative. 2. ARM warrants that it has the right to exchange license the same pursuant rights granted under this Agreement to use Licensed Materials, that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, and that use of the Licensed Materials by Licensee and Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright or other rights of any third party. 3. ARM shall defend, indemnify and hold Licensee and Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement of copyright or any other right arising out of the use of the Licensed Materials by Licensee or any Authorized User in accordance with the terms of this Agreement. This indemnity shall survive the termination of this agreement. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION. Licensee shall immediately notify Licensor of any claim or threatened claim of infringement in connection with the use of the Licensed Materials hereunder, whether or not any indemnity is or may be applicable. 4. Licensee represents and warrants that (a) the list of IP addresses and/or passwords provided to ARM in accordance with Section II. 2 above is accurate and valid, and (b) Licensee shall exert reasonable efforts to maintain sufficient security with respect to such IP addresses and/or passwords such that no one other than Authorized Users is or will be able to access the Database. 5. Licensee represents and warrants that it is providing no IP addresses to ARM that would allow access to any campus other than those listed or indicated on page one of this Agreement, or for which access has otherwise been agreed in writing by ARM. ARM reserves the right to assess additional fees and further require additional license terms or separate license agreements in the event that Licensee provides IP addresses pertaining to campuses other than those listed or indicated on page one of this Agreement. Licensee represents and warrants that all such NGLs areit is not providing access to the Database to campuses other than those listed or indicated on page one of this Agreement, at or for which access has otherwise been agreed to in writing by ARM. ARM reserves the time right to assess additional fees and require additional license terms or separate license agreements in the event that campuses other than those listed or indicated on page one of deliverythis Agreement are sought to be added in the future. 6. The Database has been developed and is maintained with reasonable professional care. Licensor shall use reasonable efforts to provide continuous availability of DRAM, free subject to periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of Materials as they become available, and downtime related to equipment or services outside the control of Licensor, including public or private telecommunications services or internet nodes or facilities. 7. OTHER THAN THE EXPRESS WARRANTIES STATED HEREIN, THE DATABASE IS PRESENTED ON AN “AS IS” BASIS, AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS, IMPLIED, ORAL, OR WRITTEN) RELATING TO THE DATABASE OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. LICENSOR MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. 8. Licensor shall not be liable for any loss, injury, claim, liability or damage of any kind resulting from all and chargesthe unavailability of the Database, liensinterruption of the services provided hereunder, encumbrances, defects and adverse claims. Customer agrees to indemnify and hold Processor harmless from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties arising out of or connected in connection with any allegation that Customer or its Affiliate did not have title or Licensee’s use of Materials. If DRAM fails to operate in conformance with the authority to exchange and convey title to the same or to cause such NGLs to be fractionated and redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred in defense of said claims or causes of action. Said indemnity shall survive the expiration or termination terms of this Agreement. Section 12.2 Processor warrants title to the Products redelivered to Customer hereunder and the right to exchange the same pursuant to this Agreement, Licensee shall immediately notify Licensor, and further warrants that all such Products areLicensor’s sole obligation shall be to repair the nonconformity. In no event shall Licensor’s liability exceed the fees paid to Licensor by Licensee. Neither party shall be liable for any indirect, at the time of redeliveryspecial, free from all chargesincidental, lienspunitive or consequential damages, encumbrances, defects and adverse claims, except to the extent that Processor may breach its warranty of title by reason of Customer breaching its warranty of title at paragraph 12.1 with respect to NGLs actually delivered to Processor. Processor agrees to indemnify and hold Customer harmless from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties arising out of or connected with any allegation that Processor or its Affiliate did not have title or the authority to exchange and convey title to the same or to cause such Products to be redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred in defense of said claims or causes of action. Said indemnity shall survive the expiration or termination of this Agreement. Section 12.3 Processor and Customer each assume liability for and shall indemnify, defend and hold harmless the other party, and that party’s partners and Affiliates, and their officers, employees, and agents, from and against all liability, loss, claims, strict liability claims, demands, lawsuits, judgments, orders, penalties, expenses (including but not limited to reasonable attorneys’ fees)loss of data, costs, and causes of action (collectively referred to as “Claims”) asserted by any person or entity (including but not limited to the employees of either Customer or Processor) for personal injury or death, for compliance with environmental laws, regulations, ordersbusiness interruption, or guidelinesloss of profits, or for loss or damage to property, arising from or relating to, or claimed to arise from or relate to, the activities even if advised of the indemnifying party pursuant to this Agreement, but only to the extent that such Claims are caused by the negligence or willful misconduct possibility of the indemnifying party or its agents or contractorsa claim.

Warranties Indemnification. Section 12.1 Customer 6.1 eSSI represents and warrants merchantable title to NEWCO that all Products delivered to NEWCO hereunder shall conform in all material respects to the NGLs delivered specifications for such Products attached hereto as Schedule B or subsequently agreed to Processor hereunder by the parties hereto, shall be free from material defects in materials and workmanship and shall comply with applicable regulatory agency requirements. Such warranty shall extend to NEWCO's customers. Any Product determined by NEWCO to be defective due to the right fault of eSSI shall be replaced where located at eSSI's expense, and eSSI shall also reimburse NEWCO for all costs incurred by NEWCO in connection with the replacement of such Product. THIS WARRANTY IS EXCLUSIVE REGARDING SUCH PRODUCTS AND IN LIEU OF OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. eSSI shall, at its expense, take any measures which may be reasonably required to exchange prevent the same recurrence of any defects in the Products due to its fault. 6.2 eSSI shall be liable for and defend and indemnify NEWCO against any loss or damage incurred or suffered by NEWCO as a result of or in connection with any claim or action relating to the infringement or alleged infringement on the rights of any third party with respect to the Products or any part thereof. eSSI represents and warrants to NEWCO that, to eSSI's knowledge, there are no rights owned or possessed by any third party that could be asserted to prevent NEWCO from selling Products pursuant to this Agreement. 6.3 Notwithstanding anything contained herein to the contrary, eSSI shall in no event be liable for any indirect, special or consequential damages whatsoever, including but not limited to loss of profits. 6.4 In selling Products, NEWCO shall not make any promises, representations, warranties or guarantees with respect thereto, except those consistent with the provisions of this Agreement. NEWCO shall defend and further warrants that all such NGLs are, at the time of delivery, free from all and charges, liens, encumbrances, defects and adverse claims. Customer agrees to indemnify and hold Processor harmless eSSI from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties party claims arising out of or connected related to any breach of this covenant by NEWCO. 6.5 NEWCO represents and warrants to eSSI that NEWCO shall not use any technical information or any other trade secrets of eSSI or others affiliated to eSSI and/or its Products nor attempt to reverse engineer or reverse engineer or otherwise create or attempt to create any competitive products with any allegation that Customer or its Affiliate did not have title or the authority to exchange Products. 6.6 The representations, warranties and convey title to the same or to cause such NGLs to be fractionated covenants of eSSI and redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred NEWCO set forth in defense of said claims or causes of action. Said indemnity this Section 6 shall survive the expiration or termination of this Agreement. Section 12.2 Processor warrants title to the Products redelivered to Customer hereunder and the right to exchange the same pursuant to this Agreement, and further warrants that all such Products are, at the time of redelivery, free from all charges, liens, encumbrances, defects and adverse claims, except to the extent that Processor may breach its warranty of title by reason of Customer breaching its warranty of title at paragraph 12.1 with respect to NGLs actually delivered to Processor. Processor agrees to indemnify and hold Customer harmless from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties arising out of or connected with any allegation that Processor or its Affiliate did not have title or the authority to exchange and convey title to the same or to cause such Products to be redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred in defense of said claims or causes of action. Said indemnity shall survive the expiration or termination of this Agreement. Section 12.3 Processor and Customer each assume liability for and shall indemnify, defend and hold harmless the other party, and that party’s partners and Affiliates, and their officers, employees, and agents, from and against all liability, loss, claims, strict liability claims, demands, lawsuits, judgments, orders, penalties, expenses (including but not limited to reasonable attorneys’ fees), costs, and causes of action (collectively referred to as “Claims”) asserted by any person or entity (including but not limited to the employees of either Customer or Processor) for personal injury or death, for compliance with environmental laws, regulations, orders, or guidelines, or for loss or damage to property, arising from or relating to, or claimed to arise from or relate to, the activities of the indemnifying party pursuant to this Agreement, but only to the extent that such Claims are caused by the negligence or willful misconduct of the indemnifying party or its agents or contractors.