Common use of CGI Clause in Contracts

CGI. Subject to compliance by XT and/or JTI with its obligations set forth in Section 13.3 below, CGI agrees: (a) to indemnify and hold XT and its directors, officers, employees and agents harmless from and against any [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. losses, claims, damages, liabilities or actions (including reasonable attorneys' fees and court and other expenses of litigation) (collectively, the "Liabilities") suffered or incurred in connection with third party claims relating to the Core Technology arising from any Product manufactured, used, sold or otherwise distributed by CGI and its Affiliates or Sublicensees; (b) to indemnify and hold XT, JTI, JTI's Affiliates and their directors, officers, employees and agents harmless from and against any Liabilities suffered or incurred in connection with third party claims relating to intellectual property rights (other than Core Technology) arising from any Product manufactured, used, sold or otherwise distributed by CGI and its Affiliates or Sublicensees; and (c) to indemnify and hold XT, JTI, JTI's Affiliates and their directors, officers, employees and agents harmless from and against any Liabilities suffered or incurred in connection with third party claims other than relating to Core Technology or other intellectual property rights arising from any Product manufactured, used, sold or otherwise distributed by CGI and its Affiliates or Sublicensees; provided, however, that CGI shall not be required to provide indemnification under this clause (c) to any party for any Liabilities suffered or incurred in connection with third party claims resulting from the gross negligence, recklessness or intentional misconduct by such party or its Affiliates, or their directors, officers, employees or agent.