Common use of By Xxxxxx Clause in Contracts

By Xxxxxx. Subject to the limitations set forth in Article 9, XXXXXX shall defend, indemnify and hold EAGLE, EAGLE’S AFFILIATES, EAGLE’S LICENSEES, EAGLE’s SUBLICENSEES and the respective shareholders, directors, officers, employees, representatives and agents of each of the foregoing (each, a “EAGLE INDEMNITEE”) harmless from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs of investigation and litigation, regardless of outcome) resulting from all claims, demands, actions and other proceedings by or on behalf of any THIRD PARTY (including any governmental authority) (collectively, “CLAIMS”) to the extent arising from: (a) the breach of any representation, warranty, covenant or material obligation of XXXXXX under this AGREEMENT; or (b) the negligence, recklessness or willful misconduct of XXXXXX in the performance of its obligations under this AGREEMENT, except in each case to the extent such claim, demand, action or proceeding arises from EAGLE’S material breach of this AGREEMENT or the negligence, recklessness or willful misconduct of a EAGLE INDEMNITEE.