Common use of Distributor indemnity Clause in Contracts

Distributor indemnity. Ampio shall not be liable for any Losses to the extent incurred by Distributor or any other person or entity, and Distributor shall indemnify, defend, and hold harmless Ampio and its Affiliates and their officers, directors, agents, employees, representatives, successors, and authorized assigns (collectively, “Ampio Indemnitees”) from and against any and all Losses relating to any demand, claim, suit or proceeding brought by a Third Party to the extent arising from or occurring as a result of (i) Distributor’s material breach of this Agreement, (ii) any negligent or willful act or omission by or on behalf of Distributor; (iii) violation of any applicable Law by Distributor, (iv) the labeling, packaging, use, offer for sale, sale or distribution of any Product, (v) any modification made to the Product without Ampio’s prior written consent including physical injury (including death) and/or property damage actually or allegedly caused by it, (vi) any termination or expiration of any Sub-Distributor (to the extent not attributable to any direct relationship, including any relationship preceding this Agreement, entered into between Ampio and such Sub-Distributor independently from this Agreement), or (vii) any other representation, act or omission by or on behalf of Distributor, including Distributor’s performance of or failure to perform any term or condition of this Agreement. Distributor shall not be liable for any Losses resulting from the negligent or willful misconduct of any Ampio Indemnitee.

Distributor indemnity. Ampio Insulet shall not be liable for any Losses to the extent incurred by Distributor or any other person or entity, and Distributor shall indemnify, defend, and hold harmless Ampio Insulet and its Affiliates and their officers, directors, agents, employees, representatives, successors, and authorized assigns (collectively, “Ampio Insulet Indemnitees”) from and against any and all Losses relating to any demand, claim, suit or proceeding brought by a Third Party to the extent arising from or occurring as a result of (i) Distributor’s material breach of this Agreement, (ii) any negligent or willful act or omission by or on behalf of Distributor; (iii) violation of any applicable Law by Distributor, (iv) the labeling, packaging, use, offer for sale, sale or distribution use of any ProductProduct or part thereof furnished in combination with products, software or data not supplied by Insulet, (v) any modification made to the Product Products without AmpioInsulet’s prior written consent including physical injury (including death) and/or property damage actually or allegedly caused by itconsent, (vi) any termination or expiration of any Sub-Distributor (to the extent not attributable to any direct relationship, including any relationship preceding this Agreement, entered into between Ampio Insulet and such Sub-Distributor independently from this Agreement), or (vii) any other representation, act or omission by or on behalf of Distributor, including Distributor’s performance of or failure to perform any term or condition of this Agreement. Distributor shall not be liable for any Losses resulting from the negligent or willful misconduct of any Ampio Insulet Indemnitee.