Common use of By the Agent Clause in Contracts

By the Agent. The Agent shall defend, indemnify and hold the Company, its Affiliates and their respective officers, directors, employees and agents harmless from and against any and all losses, demands, liabilities, costs and expenses (including reasonable attorney's fees and disbursements) incurred by or imposed upon any of them arising out of any and all governmental or private actions (or their insurers under rights of subrogation or otherwise) that are related in any way to (i) the storage, use, transfer or sale including without limitation, the labeling, packaging, distribution, promotion and marketing of the units of the Product supplied by the Company to the Agent; (ii) any claim of failure by the Agent to comply with governmental requirements applicable to the Agent relating to the Product; or (iii) any negligent or willful act or omission by the Agent in connection with its performance of this Agreement or any breach by the Agent of any of its representations, warranties or covenants contained herein.

By the Agent. The Agent shall defend, indemnify and hold the Company, its Affiliates and their respective officers, directors, employees and agents harmless from and against any and all losses, demands, liabilities, costs and expenses (including reasonable attorney's fees and disbursements) incurred by or imposed upon any of them arising out of any and all governmental or private actions (or their insurers under rights of subrogation or otherwise) that are related in any way to (i) the storage, use, transfer or sale including without limitation, the labeling, packaging, distribution, promotion and marketing of the units of the Product supplied by the Company to the Agent; (ii) any claim of failure by the Agent to comply with governmental requirements applicable to the Agent relating to the Product; or (iii) any negligent or willful act or omission by the Agent in connection with its performance of this Agreement or any breach by the Agent of any of its representations, warranties or covenants contained herein. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

By the Agent. The Agent shall defend, indemnify and hold the Company, its Affiliates and their respective officers, directors, employees and agents harmless from and against any and all losses, demands, liabilities, costs and expenses (including reasonable attorney's ’s fees and disbursements) incurred by or imposed upon any of them arising out of any and all governmental or private actions (or their insurers under rights of subrogation or otherwise) that are related in any way to (i) the storage, use, transfer or sale including without limitation, the labeling, packaging, distribution, promotion and marketing of the units of the Product supplied by the Company to the Agent; (ii) any claim of failure by the Agent to comply with governmental requirements applicable to the Agent relating to the Product; or (iii) any negligent or willful act or omission by the Agent in connection with its performance of this Agreement or any breach by the Agent of any of its representations, warranties or covenants contained herein.