Indemnification By CPL Sample Clauses
The "Indemnification By CPL" clause requires CPL to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions attributable to CPL. Typically, this means that if CPL's conduct causes a third party to bring a claim against the other party, CPL will cover the associated costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that CPL bears responsibility for its own actions, thereby protecting the other party from financial harm resulting from CPL's wrongdoing or negligence.
POPULAR SAMPLE Copied 1 times
Indemnification By CPL. CPL shall and hereby does agree to indemnify and hold harmless MGC and its affiliates from and against any and all liability, loss, cost, injury, damage, demand and expense (including, without limitation, reasonable attorneys' fees) of any kind whatsoever arising out of, on account of, or in connection with (a) any design, assembly or manufacturing defect or failure of any Product, and (b) any infringement of any third parties' intellectual property rights (including, without limitation, any patent, trademark or copyright) arising directly from the distribution of Products by MGC in the Territory, in accordance with this Agreement, in the form as supplied by CPL. Should any claim or allegations of infringement be received by MGC, MGC shall immediately notify CPL and shall cooperate (provided that such cooperation does not require MGC to incur costs or expenses) with CPL in promptly resolving the matter. However, in no event shall CPL be liable for any special, consequential or indirect loss or damages, including, but not limited to, loss of revenue, cost of capital, claims of customers for service interruption, and costs incurred in connection with substitute facilities or supply sources suffered by MGC arising out of said action, including restraining orders or injunctions. This indemnity shall not be affected or terminated by reason of the termination or expiration of this Agreement.
Indemnification By CPL. CPL shall defend, indemnify and hold harmless OptiNose, its Affiliates, and their respective directors, officers, employees and agents (“OptiNose Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) in connection with any suit, demand or action by any third party (“Losses”) arising out of or resulting from: (a) any breach of its representations, warranties or obligations set forth in this Agreement; (b) any violation of Applicable Laws by CPL in the performance of its obligations set forth on this Agreement, (c) any negligence or willful misconduct by CPL, or (d) any claim, suit or action alleging that the services provided by CPL, or the entities or persons for whom it is in responsible in law or under this Agreement, hereunder infringe any Intellectual Property of any third party, except to the extent such Losses are within the scope of the indemnification obligation of OptiNose under Section 9.2. CPL’s obligation to OptiNose Indemnitees under this Section shall not be limited or obviated by any acceptance of Product with a Latent Defect under Article 5 of this Agreement; provided, however, either that (i) OptiNose provides timely notice to CPL of such Latent Defect or (ii) CPL is not substantially prejudiced by any lack of timely notice. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Indemnification By CPL. CPL agrees to indemnify, defend and hold Helix and its directors, officers, employees and agents harmless from and against any Liabilities resulting from any Claims against Helix arising out of
(a) CPL's breach of any of its representations, warranties or covenants contained in this Agreement; or
(b) CPL's negligent acts or omissions or willful misconduct. Notwithstanding the foregoing, CPL will not be required to indemnify, defend and hold Helix or its directors, officers, employees and agents harmless from or against any Liabilities in connection with any Claims to the extent arising out of
(i) Helix's breach of any of its representations, warranties or covenants contained in this Agreement; or
(ii) Helix's negligent acts or omissions or willful misconduct.
Indemnification By CPL. CPL shall defend, indemnify and hold harmless OptiNose, its Affiliates, and their respective directors, officers, employees and agents (“OptiNose Indemnitees”) from and against any and all suits, claims, losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) in connection with any suit, demand or action by any third party (“Losses”) arising out of or resulting from: [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.