Common use of 1Indemnification Clause in Contracts

1Indemnification. 11.1.1 Supplier shall indemnify and hold harmless Customer, its Affiliates, and their directors, officers, employees, and agents and permitted assigns (collectively, the “Customer Representatives”) from and against all damages, losses, liabilities, expenses, claims, demands, suits, penalties or judgments or administrative or judicial orders (including reasonable attorneys’ fees and expenses reasonably incurred) (collectively, “Losses”) incurred by the Customer Representatives in connection with any claims, demands, actions or other proceedings by any Third Party for damage to physical property, personal injury (including loss of injured person’s earnings) or death (including such claims made on the basis of product liability) or other direct damage (individually and collectively, “Claims”) to the extent resulting from or arising out of; (i) the gross negligence or willful misconduct of Supplier or its Affiliates and their respective officers, directors, employees, agents and representatives; (ii) any breach by Supplier of its representations, warranties, obligations or covenants in this Agreement; (iii) the Development, patient use of Licensed Product, Manufacture, supply of the Product to Customer by Supplier, or Commercialization of Product by or on behalf of Supplier, including Claims with respect to product liability except to the extent such Claims would be indemnifiable pursuant to Section 11.1.2 of this Agreement; (iv) infringment of any patent, copyright or trademark or misappropriation of any trade secret or other intellectual property of any Third Party in the use of any Supplier Technology in the Manufacture of the Product; or (v) Supplier’s failure to abide by any Applicable Law (including environmental laws, regulations and orders and any failure by Supplier to obtain and maintain any Regulatory Approvals Supplier is required to have for Manufacture of the Product and required to be obtained and maintained by Supplier under Applicable Law), except, in each case ((i) through (v)), to the extent Customer has an obligation to indemnify any Supplier Representative pursuant to Section11.1.2. The provisions of this Section shall survive the termination or expiration of this Agreement.

1Indemnification. 11.1.1 Supplier shall (a) [Seller agrees to defend, indemnify and hold harmless CustomerBuyer, its directors, officers, agents, attorneys, consultants, employees and representatives from and against all third party claims, demands, losses, liabilities, penalties, and expenses, including reasonable attorneys’ and expert witness fees collectively (“Indemnifiable Event”) arising from negligence, willful misconduct, or breach of the Agreement (collectively, “Indemnifiable Losses”).16] [Seller agrees to defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, consultants, employees and representatives from and against all claims, demands, losses, liabilities, penalties, and expenses, including reasonable attorneys’ and expert witness fees collectively (“Indemnifiable Event”), to the extent such Indemnifiable Event arises out of, pertains to, or relates to any of the following:(a) the negligent act or omission, recklessness or willful misconduct of Seller, its Affiliates, and their its directors, officers, employees, agents, subcontractors, and agents and permitted assigns anyone directly or indirectly employed by either the Seller or any of its subcontractors or anyone that they control; (collectivelyb) any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person(s) caused by the “Customer Representatives”Buyer’s use of the Product, deliverables or other items provided by Seller pursuant to the Agreement, or (c) from and against all damages, losses, liabilities, expenses, claims, demands, suits, penalties or judgments or administrative or judicial orders (including reasonable attorneys’ fees and expenses reasonably incurred) any breach of the Agreement (collectively, “Indemnifiable Losses”) incurred by the Customer Representatives in connection with any claims, demands, actions or other proceedings by any Third Party for damage to physical property, personal injury (including loss of injured person). The Seller’s earnings) or death (including such claims made on the basis of product liability) or other direct damage (individually and collectively, “Claims”) indemnity obligations apply to the maximum extent resulting from or arising out of; (i) allowed by law and includes defending the gross negligence or willful misconduct of Supplier or City, its Affiliates and their respective officers, directors, employees, employees and agents as set forth in Section 2778 and representatives; (ii) any breach by Supplier of its representations, warranties, obligations or covenants in this Agreement; (iii) the Development, patient use of Licensed Product, Manufacture, supply 2782.8 of the Product to Customer by SupplierCalifornia Civil Code, if applicable. Upon the Buyer’s written request, the Seller, at its own expense, must defend any suit or Commercialization of Product by or on behalf of Supplier, including Claims with respect to product liability except action that is subject to the extent such Claims would be indemnifiable pursuant to Section 11.1.2 of this Agreement; (iv) infringment of any patent, copyright Seller’s indemnity obligations. The Seller’s indemnity obligations survive the expiration or trademark or misappropriation of any trade secret or other intellectual property of any Third Party in the use of any Supplier Technology in the Manufacture earlier termination of the Product; or (v) Supplier’s failure to abide by any Applicable Law (including environmental laws, regulations and orders and any failure by Supplier to obtain and maintain any Regulatory Approvals Supplier is required to have for Manufacture of the Product and required to be obtained and maintained by Supplier under Applicable Law), except, in each case ((i) through (v)), to the extent Customer has an obligation to indemnify any Supplier Representative pursuant to Section11.1.2. The provisions of this Section shall survive the termination or expiration of this Agreement.Agreement.17]

1Indemnification. 11.1.1 Supplier Tenant shall indemnify indemnify, pay on behalf (when necessary), defend and hold harmless Customer, its Affiliatesthe Landlord, and their directorsLandlords’ property manager, trustees, board members, officers, directors, controlling entities, contractors, mortgagees, employees, consultants, attorneys, agents, representatives, parent companies, subsidiaries, members, owners, partners, shareholders and agents affiliates and permitted all of their respective successors and assigns (collectively, collectively the “Customer RepresentativesLandlord Indemnified Parties”) from and against all damagesthird party claims, lossescosts, liabilities, expensesdirect and consequential losses, damages, penalties, recoveries, suits, judgments, executions, direct and consequential (including injunction-related) costs and expenses of whatever nature, including reasonable attorney’s fees and court costs, arising out of (a) injury to persons or damage to property in the Premises or (b) injury to persons or damage to property wherever situated (other than in the Premises) resulting from any act or omission of Tenant or (c) resulting from ▇▇▇▇▇▇’s occupancy or use of the Premises. This indemnity provision also pertains to work or installation done by the Tenant, its agents, contractors, employees, or invitees on the Premises during the term of this Lease and during the period of time, if any, prior to the commencement of this Lease for which the Tenant has been allowed access to the Premises. Any liability associated with the work or installation performed by contractors includes a resultant mechanic’s liens and monies due ​ ​ ​ Page 8 of 27 ​ ​ ​ LL Initials: ​ ​ T Initials: ​ ​ ​ on account of such work. This provision shall also survive beyond the termination of this Lease for a period of one year. Landlord shall indemnify, pay on behalf (when necessary), defend and hold harmless the Tenant from and against any and all claims, demands, suitsliabilities, penalties losses and/or damages to Tenant as the result of any grossly negligent or judgments intentional act by Landlord and/or for the breach of any of Landlord’s Representations and Warranties contained herein. In the event that any action or administrative proceeding is brought against Tenant, and the foregoing indemnity is applicable to such action or judicial orders (including reasonable attorneys’ fees proceeding, then Landlord, upon notice from Tenant, shall resist and expenses reasonably incurred) (collectively, “Losses”) incurred by defend such action or proceeding. This provision shall also survive beyond the Customer Representatives in connection with any claims, demands, actions or other proceedings by any Third Party for damage to physical property, personal injury (including loss of injured person’s earnings) or death (including such claims made on the basis of product liability) or other direct damage (individually and collectively, “Claims”) to the extent resulting from or arising out of; (i) the gross negligence or willful misconduct of Supplier or its Affiliates and their respective officers, directors, employees, agents and representatives; (ii) any breach by Supplier of its representations, warranties, obligations or covenants in this Agreement; (iii) the Development, patient use of Licensed Product, Manufacture, supply of the Product to Customer by Supplier, or Commercialization of Product by or on behalf of Supplier, including Claims with respect to product liability except to the extent such Claims would be indemnifiable pursuant to Section 11.1.2 termination of this Agreement; (iv) infringment Lease for a period of any patent, copyright or trademark or misappropriation of any trade secret or other intellectual property of any Third Party in the use of any Supplier Technology in the Manufacture of the Product; or (v) Supplier’s failure to abide by any Applicable Law (including environmental laws, regulations and orders and any failure by Supplier to obtain and maintain any Regulatory Approvals Supplier is required to have for Manufacture of the Product and required to be obtained and maintained by Supplier under Applicable Law), except, in each case ((i) through (v)), to the extent Customer has an obligation to indemnify any Supplier Representative pursuant to Section11.1.2. The provisions of this Section shall survive the termination or expiration of this Agreementone year.