Common use of By EAGLE Clause in Contracts

By EAGLE. EAGLE shall defend, indemnify and hold SCIDOSE, SCIDOSE’S AFFILIATES, and the respective shareholders, directors, officers, employees and agents of each of the foregoing (each, a “SCIDOSE 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 to the extent arising from: (a) the breach of any representation, warranty, covenant or material obligation of EAGLE under this AGREEMENT; or (b) the negligence, recklessness or willful misconduct of EAGLE or its LICENSEES or any of their respective THIRD PARTY agents or subcontractors in the performance of its or their obligations under this AGREEMENT, except in each case to the extent such claim, demand, action or proceeding arises from SCIDOSE’S material breach of this AGREEMENT or the negligence, recklessness or willful misconduct of a SCIDOSE INDEMNITEE.

By EAGLE. EAGLE shall defend, indemnify and hold SCIDOSEXXXXXX, SCIDOSEROBERT’S AFFILIATES, and the respective shareholders, directors, officers, employees and agents of each of the foregoing (each, a “SCIDOSE XXXXXX 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 to the extent arising from: (a) the breach of any representation, warranty, covenant or material obligation of EAGLE under this AGREEMENT; or (b) the negligence, recklessness or willful misconduct of EAGLE or its LICENSEES or any of their respective THIRD PARTY agents or subcontractors in the performance of its or their obligations under this AGREEMENT, except in each case to the extent such claim, demand, action or proceeding arises from SCIDOSEROBERT’S material breach of this AGREEMENT or the negligence, recklessness or willful misconduct of a SCIDOSE XXXXXX INDEMNITEE.