By Integrity. Integrity shall indemnify, hold harmless and defend FNB from and against any and all claims, disputes, demands, causes of action, suits, proceedings, losses, damages, liabilities, obligations, costs and expenses of every kind and nature that arise from or are related to claims by third parties, including without limitation reasonable attorneys’ fees and legal costs and expenses in connection therewith, whether known or unknown, and whether now existing or hereafter arising, which may be threatened against, incurred, undertaken, received or paid by FNB:
By Integrity. If any matter subject to indemnification hereunder arises in the form of a claim against Integrity or its successors and assigns (herein referred to as a “Third Party Claim”), Integrity promptly shall give notice and details thereof, including copies of all pleadings and pertinent documents, to FNB. Within 15 days of such notice, FNB either (i) shall pay the Third Party Claim either in full or upon agreed compromise or (ii) shall notify Integrity that FNB disputes the Third Party Claim and intends to defend against it, and thereafter shall so defend and pay any adverse final judgment or award in regard thereto. Such defense shall be controlled by FNB and the cost of such defense shall be borne by FNB except that Integrity shall have the right to participate in such defense at its own expense and provided that FNB shall have no right in connection with any such defense or the resolution of any such Third Party Claim to impose any cost, restriction, limitation or condition of any kind upon Integrity or its successors and assigns. Integrity agrees that it shall cooperate in all reasonable respects in the defense of any such Third Party Claim, including making personnel, books and records relevant to the Third Party Claim available to FNB without charge therefor except for out-of-pocket expenses. If FNB fails to take action within 15 days as hereinabove provided or, having taken such action, thereafter fails diligently to defend and resolve the Third Party Claim, Integrity shall have the right to pay, compromise or defend the Third Party Claim and to assert the indemnification provisions hereof. Integrity also shall have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by FNB.
By Integrity. Integrity agrees to indemnify, hold harmless and defend ISATORI against any and all claims, suits, losses, damages, costs, fees and expenses (collectively, “Losses”) resulting from a third party claim of patent infringement for sale of Product within the United States of America when the allegedly infringed patent was issued prior to the Effective Date and has claims reading upon the use of Ingredient alone for an Approved Indication except where as expressed in Attachment E.
