Common use of Indemnification by INEX Clause in Contracts

Indemnification by INEX. INEX hereby agrees that it shall be ----------------------- responsible for, indemnify, hold harmless and defend ESPERION and ESPERION's Affiliates, and their respective Board of Governors, directors, officers, employees, faculty, students, invitees, managing members, shareholders, partners, attorneys, accountants, consultants and agents and their respective heirs, successors and assigns (collectively, the "ESPERION Indemnities"), from and against any and all Losses suffered or incurred by any ESPERION Indemnity arising out of, relating to, resulting from or in connection with (a) any third party claims arising out of or relating to the breach of any representation or warranty made by INEX herein, and (b) any third party claims arising out of or relating to the default by INEX in the performance or observance of any of its obligations to be performed or observed hereunder, and (c) losses relating to the ▇▇▇▇▇▇▇▇ Claim that are (i) damages, costs, and expenses awarded against any ESPERION Indemnity relating to the ▇▇▇▇▇▇▇▇ Claim, (ii) any amounts payable in connection with the settlement or compromise of any claims relating to the ▇▇▇▇▇▇▇▇ Claim, and (iii) any legal expenses, such as but not limited to, reasonable legal fees, and any other expenses for investigating or defending any actions or threatened actions. Reasonable legal fees, in this section, means legal fees paid to attorneys appointed by FNEX to defend ESPERION against the ▇▇▇▇▇▇▇▇ Claim, or should ESPERION select its own attorneys to make such defense, reasonable legal fees that explicitly distinguish legal expenses relating to the ▇▇▇▇▇▇▇▇ Claim from all other business between ESPERION and its own attorneys. The foregoing shall not apply to the extent that such Losses are due to the negligence or willful misconduct of any of ESPERION Indemnities.