Common use of Indemnification By CPL Clause in Contracts

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.