By Creative Sample Clauses
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By Creative. Subject to the conditions set forth in Section 18.3 hereto, Creative shall indemnify, hold harmless and defend Licensor against any claim, suit or proceeding and any damages or liability therefrom or settlement thereof (including reasonable fees of attorneys and related costs) to the extent: (i) based on a claim that, solely as a result of the processes or materials selected by Creative for manufacturing and reproduction, a Licensed Product infringes the patent, copyright, trademark, trade secret, publicity, privacy, defamation or other rights of any third party; (ii) resulting from any material breach of this Agreement by Creative; or (iii) based on a claim that Creative's manufacture, use, sale, or distribution of a Combined Product infringes the patent, copyright, trademark, trade secret, publicity, privacy, or other rights of any third party, or is defamatory or obscene, to the extent that such infringement is due solely to the combination of a Licensed Product with a Creative Bundled Product and except to the extent that such infringement is due solely to the Licensed Product.
By Creative. Creative represents and warrants that: (i) Creative has the right to accept the rights and licenses contemplated by this Agreement, without the need for any consents, approvals or immunities not yet obtained; and (ii) Creative has full power to enter into this Agreement and to perform its obligations hereunder.
By Creative. This Agreement, in whole or part, at any time prior to the scheduled termination or completion date, upon written notice, by the designated representative(s) of Creative for:
By Creative. This Agreement and any Work Orders may be terminated, in whole or part, at any time prior to the scheduled termination or completion date of the Agreement or Work Order, upon written notice, by the designated representative(s) of Creative for:
By Creative. Creative shall indemnify and hold harmless CSW against any and all liability, suits, claims, losses, damages and judgments, and shall pay all costs (including reasonable attorney s fees) and damages to the extent that such liability, costs or damages arise from: (i) a breach by Creative of any of its representations or warranties hereunder; (iii) any negligence by Creative, including its employees, agents, consultants, or contractors, arising under Creative s performance under this Agreement, that results in any personal harm or personal injury to a third party; and (iv) any claim, action, or dispute arising out of any sales commitments, marketing commitments, or other promotional commitments entered into between Creative and any third party relating to CSW Multimedia Products, EXCEPT as such claim relates to any product or marketing, promotional or other materials or information provided to Creative by CSW. Creative, at its sole option, shall have the right to defend or settle any such action, or any part thereof brought against CSW arising from a claim as described herein has occurred. Creative s obligations under this Section 9.2 are conditioned upon CSW providing Creative with prompt notice of each such claim.
By Creative. Subject to the terms and conditions of this ARTICLE VIII, Creative covenants and agrees to defend, indemnify and hold harmless Stryker and its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "STRYKER INDEMNITEES"), from and against, and pay or reimburse the Stryker Indemnitees for, any and all claims, liabilities, obligations, losses, fines, expenses, costs, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including reasonable out-of-pocket expenses, court costs, expert witness fees and reasonable attorneys' fees and expenses incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "LOSSES"), resulting from or arising out of:
(a) any misrepresentation or breach of any warranty of Creative made or contained in this Agreement or any Related Agreement; PROVIDED, HOWEVER, that no claim for indemnification under this clause (a) may be made after the first anniversary of the Closing Date, except that any claim for misrepresentation or breach of warranty under SECTIONS 37 38 4.4 and 4.7 of the Asset Purchase Agreement and SECTION 2.1(c) of the Human Resources Agreement may be made no later than a date 30 days from and after the expiration of the period of the applicable statute of limitations;
(b) any failure of Creative to perform any covenant or agreement made or contained in this Agreement or any Related Agreement or fulfill any obligation in respect thereof;
(c) any and all of the Excluded Liabilities;
(d) directly or indirectly from the use by any Person of any OP Product or OP Device manufactured by Creative and furnished to Stryker, which OP Product or OP Device failed to meet specification at the time of delivery to Stryker; or
(e) directly or indirectly from the use by any Person of an OP Product manufactured by Stryker and furnished to Creative which OP Product met specification at the time of delivery to Creative. Notwithstanding the foregoing, Creative shall not be liable for any Losses resulting from or arising out of any misrepresentation or breach of any warranty relating to Environmental Laws (or compliance therewith), including without limitation, the provisions of SECTION 4.7 of the Asset Purchase Agreement, or any Environmental Liabilities and Costs which, in either case, relate to conditions or events not caused by Creative ...