Indemnification by RDG Clause Samples

Indemnification by RDG. RDG shall indemnify, defend and hold harmless Syn-X and its officers, directors, employees, agents and representatives (hereinafter referred to as “Syn-X Indemnitees”) from and against any and all liabilities, claims, demands, actions, suits, losses, damages, costs, and expenses (including reasonable attorneys’ fees) based on a Third Party claim which in turn is based upon or arises out of RDG’s gross negligence, willful or deliberate misconduct, recklessness, or *** Certain information on this page has been omitted and filed separately with the Commission pursuant to a request for Confidential Treatment. breach of any covenant, agreement, representation or warranty made by RDG in this Agreement provided that RDG shall not be required to indemnify Syn-X or any Syn-X Indemnitee to the extent it arises from the development, manufacture, offering, distribution, sale, import, export or use of Syn-X Licensed Products hereunder, Syn-X’s gross negligence, willful or deliberate misconduct, or recklessness, Syn-X’s breach of this Agreement, or any other matter for which Syn-X is responsible to indemnify RDG pursuant to Sect. 11.2.