Common use of Indemnification by Supplier Clause in Contracts

Indemnification by Supplier. Supplier agrees to indemnify and defend Commercialization Partner, its Affiliates and their respective directors, managers, officers, employees, representatives and agents (the “Commercialization Partner Indemnitees”) against any and all Third Party Claims and hold the Distributor Indemnitees harmless from and against any and all damages, losses, liabilities, claims, charges, actions, suits, proceedings, and costs and expenses (collectively “Losses”) arising out of, resulting from the breach of any Product warranty; (ii) any negligent act or omission, or any intentional wrongful act or omission by Supplier or any of its respective Subsidiaries, officers, employees, directors, managers, representatives or agents; (iii) any claim, advertising, marketing, promotion or representation made, provided, disseminated or distributed by Supplier or by any agent or representative of Supplier regarding the Products; (iv) the breach or failure of any representation or warranty made by Supplier contained in this Agreement to be true or correct; (v) any claim that the authorized use by any Commercialization Partner Indemnitee of any of Supplier’s Trademarks pursuant to this Agreement infringes the trademark, trade dress or trade name of another Person; and (vi) any claim that any Products or packaging for any Products furnished by Supplier infringes any patent, trade secret or other Intellectual Property right of any third party. The foregoing duty of indemnity and defense shall apply only to the extent that the Losses for which indemnity is sought do not arise from the negligent or wrongful intentional acts or omissions of the Commercialization Partner Indemnitees

Indemnification by Supplier. Supplier hereby agrees to indemnify indemnify, defend and defend Commercialization Partner, its Affiliates hold harmless Buyer and any Financing Party and any of their respective directorsofficers, managersagents, officersshareholders, partners, members, employees, representatives and agents representatives, consultants, advisors and/or their respective assigns (the each a “Commercialization Partner IndemniteesBuyer Indemnified Party”) against any and all Third Party Claims and hold the Distributor Indemnitees harmless ), from and against any and all damages, losses, liabilities, claims, charges, actions, suits, proceedings, and costs and expenses Losses incurred or suffered by Buyer or any Buyer Indemnified Party for (collectively “Losses”a) arising out of, resulting from the breach any violation of any Product warrantyApplicable Law or Permit to be complied with hereunder by any Supplier Responsible Party; (iib) any negligent act injury to or omission, or any intentional wrongful act or omission by Supplier or any death of its respective Subsidiaries, officers, employees, directors, managers, representatives or agents; (iii) any claim, advertising, marketing, promotion or representation made, provided, disseminated or distributed by Supplier or by any agent or representative of Supplier regarding the Products; (iv) the breach or failure of any representation or warranty made by Supplier contained in this Agreement to be true or correct; (v) any claim that the authorized use by any Commercialization Partner Indemnitee of any persons including employees of Supplier’s Trademarks pursuant to this Agreement infringes the trademark, trade dress or trade name of another Person; and (vic) any claim that any Products loss of or packaging for any Products furnished by Supplier infringes any patent, trade secret or other Intellectual Property right physical damage to the property of any Buyer Indemnified Party or any third party. The foregoing duty of indemnity and defense shall apply only parties to the extent that not covered by Buyer’s insurance, and to the Losses for which indemnity is sought do not arise from extent they are the result of the intentional or negligent or wrongful intentional acts or omissions of Supplier, its Subcontractors or any Person or entity directly employed by any of them, or any Person or entity for whose acts any of them are liable during the Commercialization Partner Indemniteesperformance of Supplier’s obligations under this Agreement (collectively, the “Supplier Responsible Parties”); provided, however, that Supplier shall have no liability for damages to the proportionate extent resulting from any Buyer Responsible Party’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Buyer Responsible Party. The Parties agree that obligations giving rise to the payment of liquidated damages under this Agreement shall not give rise to a claim of indemnity under this Section 11.1.1.

Indemnification by Supplier. Supplier hereby agrees to indemnify indemnify, defend and defend Commercialization Partnerhold harmless Buyer and any of its respective officers, its Affiliates and their respective agents, shareholders, partners, directors, managers, officers, employees, representatives representatives, consultants and agents advisors (the each a “Commercialization Partner IndemniteesBuyer Indemnified Party”) against any and all Third Party Claims and hold the Distributor Indemnitees harmless ), from and against any and all damages, losses, liabilities, claims, charges, actions, suits, proceedings, and costs and expenses Losses incurred or suffered by Buyer or any Buyer Indemnified Party for (collectively “Losses”a) any violation of any Applicable Law or Permit to be complied with hereunder by any Supplier Responsible Party; (b) injury to or death of persons including employees of Supplier or any loss of or physical damage to the property of any Buyer Indemnified Party or any third parties to the extent arising out of, of or resulting from (i) any misuse or damage of the breach of Turbine Equipment by any Product warranty; Supplier Responsible Party or (ii) the intentional or negligent acts or omissions of any negligent act or omission, or any intentional wrongful act or omission by Supplier or any of its respective Subsidiaries, officers, employees, directors, managers, representatives or agentsResponsible Party; and (iiic) any claim, advertising, marketing, promotion or representation made, provided, disseminated or distributed by Supplier or by any agent or representative of Supplier regarding the Products; (iv) the breach or failure of any representation or warranty made by Supplier contained in this Agreement Responsible Party to be true or correct; (v) any claim that the authorized use by any Commercialization Partner Indemnitee of any of Supplier’s Trademarks pay for Taxes for which Supplier is responsible pursuant to this Agreement infringes the trademarkAgreement; provided, trade dress or trade name of another Person; and (vi) any claim however, that any Products or packaging Supplier shall have no liability for any Products furnished by Supplier infringes Losses to the proportionate extent resulting from any Buyer’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Buyer Responsible Party. The Parties agree that obligations giving rise to the payment of liquidated damages under this Agreement shall not give rise to a claim of indemnity under this Section 17.2, and this Section 17.2 shall not apply with respect to infringement or claims of infringement of any patent, copyright, trade secret or other Intellectual Property intellectual property right of any third party. The foregoing duty of indemnity and defense shall apply only to by the extent that the Losses for which indemnity is sought do not arise from the negligent Turbine Equipment or wrongful intentional acts or omissions of the Commercialization Partner IndemniteesLicensed Technology.

Indemnification by Supplier. Supplier hereby agrees to indemnify indemnify, defend and defend Commercialization Partner, its Affiliates hold harmless Buyer and any Financing Party and any of their respective directorsofficers, managersagents, officersshareholders, partners, members, employees, representatives and agents representatives, consultants, advisors and/or their respective assigns (the each a “Commercialization Partner IndemniteesBuyer Indemnified Party”) against any and all Third Party Claims and hold the Distributor Indemnitees harmless ), from and against any and all damages, losses, liabilities, claims, charges, actions, suits, proceedings, and costs and expenses Losses incurred or suffered by Buyer or any Buyer Indemnified Party for (collectively “Losses”a) arising out of, resulting from the breach any violation of any Product warrantyApplicable Law or Permit to be complied with hereunder by any Supplier Responsible Party; (iib) injury to or death of persons including employees of Supplier; (c) any negligent act loss of or omission, physical damage to the property of any Buyer Indemnified Party or any intentional wrongful act or omission by Supplier or any of its respective Subsidiaries, officers, employees, directors, managers, representatives or agents; (iii) any claim, advertising, marketing, promotion or representation made, provided, disseminated or distributed by Supplier or by any agent or representative of Supplier regarding the Products; (iv) the breach or failure of any representation or warranty made by Supplier contained in this Agreement to be true or correct; (v) any claim that the authorized use by any Commercialization Partner Indemnitee of any of Supplier’s Trademarks pursuant to this Agreement infringes the trademark, trade dress or trade name of another Person; and (vi) any claim that any Products or packaging for any Products furnished by Supplier infringes any patent, trade secret or other Intellectual Property right of any third party. The foregoing duty of indemnity and defense shall apply only parties to the extent that not covered by Buyer’s insurance, and to the Losses for which indemnity is sought do not arise from extent they are the result of the intentional or negligent or wrongful intentional acts or omissions of Supplier, its Subcontractors or any Person or entity directly employed by either of them, or any Person or entity for whose acts any of them are liable during the Commercialization Partner Indemniteesperformance of Supplier’s obligations under this Agreement (collectively, the “Supplier Responsible Parties”); and (d) any failure of any Supplier Responsible Party to pay for Taxes for which Supplier is responsible pursuant to this Agreement; provided, however, that Supplier shall have no liability for damages to the proportionate extent resulting from any Buyer Responsible Party’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Buyer Responsible Party. The Parties agree that obligations giving rise to the payment of liquidated damages under this Agreement shall not give rise to a claim of indemnity under this Section .