Indemnification by FFF Sample Clauses

Indemnification by FFF. FFF shall defend, indemnify and hold harmless Omrix, its officers, agents, employees and Affiliates from any loss, claim, action, damage, expense or liability (including defense costs and attorneys' fees) finally imposed by court, arbitration, regulatory agency or settlement resulting from third party claims ("CLAIM") to the extent that the Claim is based on, arises out of, or is due to FFF's failure to perform its obligations under this Agreement or FFF's misconduct or negligence in the shipment, storage, handling, promotion, marketing, distribution and sale of the Product. Omrix shall promptly notify FFF of any such Claim coming to its attention and will cooperate with FFF in the defense of such Claim. If any such Claims or causes of action are made, Omrix shall be defended by counsel selected by FFF at FFF's expense, subject to Omrix's reasonable approval. Omrix reserves the right to be represented by its own counsel at its own expense.