By IPC Sample Clauses

By IPC. IPC shall defend, indemnify and hold harmless Tris, its Affiliates and their respective successors and permitted assigns (and the respective officers, directors, and employees of each) from and against any and all losses, liabilities, claims, actions, proceedings, damages and expenses, including without limitation reasonable attorneys’ fees and expenses, (herein collectively referenced as “Damages”) relating to or arising from any claims, suits, proceedings or causes of action brought by a Third Party relating to or arising from (a) IPC’s manufacture, supply, or delivery of a Product to Tris hereunder, (b) the infringement of any Third Party intellectual property right by the manufacture, supply or use of a Product; (c) the misappropriation of any intellectual property by IPC or its Affiliates, (d) injury to Persons as a result of use of the Product ; or (e) a material breach of any obligations, representations or warranty of IPC contained in this Agreement, except to the extent such Damages give rise to an indemnification claim of IPC under Section 10.2 below.

By IPC. IPC shall defend and promptly indemnify Ready, its officers, board members and stockholders, and save and hold them harmless from, against, for and in respect of and shall pay any and all damages, liabilities, claims, costs and expenses, including without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding suffered, sustained, incurred or required to be paid by Ready, its officers, stockholders and/or board members by reason of (i) the existence of any and all obligations and/or liabilities of IPC which were not disclosed in, or pursuant to, this Agreement; (ii) any breach or failure of observance or performance of any representation, warranty, covenant, agreement or commitment made by IPC hereunder or relating hereto or as a result of any such representation, warranty, covenant, agreement or commitment being untrue or incorrect in any respect, and/or (iii) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments and claims arising out of any of the foregoing or from any material misrepresentation or omission from any Schedules or Exhibits to this Agreement, certificates, financial statements or from any document furnished by IPC required to be furnished hereunder.