Common use of Indemnification by ABI Clause in Contracts

Indemnification by ABI. ABI shall defend, indemnify and hold SYNOVA, its officers, directors, employees, representatives, and agents (collectively, "SYNOVA indemnified entities") harmless from and against any liability, damage, loss, cost or expense, including reasonable attorney and other legal fees ("Liability"), directly arising out of or resulting from: (i) ABI's breach of any representation, warranty or guarantee set forth in this Agreement; (ii) ABI's default in the performance of its obligations under this Agreement, and failure or inability to cure such default in accordance with Section 11.2; and (iii) any Third Party claims or suits made or brought against any one or more of the SYNOVA indemnified entities to the extent such Liability arises out of or relates to ABI's negligence or willful misconduct with regard to any Product manufactured by ABI or ABI's performance or non-performance hereunder.