Common use of Indemnification by Vertex Clause in Contracts

Indemnification by Vertex. Vertex will defend, indemnify and hold harmless ▇▇▇▇▇ and its Affiliates and each of their officers, directors, shareholders, employees, agents, successors and assigns (“▇▇▇▇▇ Indemnitees”) from and against all Claims of Third Parties, and all associated damages and losses resulting therefrom, to the extent arising out of any material breach by Vertex of its obligations under this Agreement. Notwithstanding the foregoing, Vertex will have no obligation under this Agreement to indemnify, defend or hold harmless any ▇▇▇▇▇ Indemnitees with respect to any such Claims and Losses to the extent that ▇▇▇▇▇ is obligated to indemnify Vertex for such Claim pursuant to Section 11.1. Notwithstanding anything to the contrary in this Agreement, the indemnification provided in this Section 11.2 will be ▇▇▇▇▇’▇ sole and exclusive remedy, and Vertex’s entire liability for, any and all claims, Third Party or otherwise, arising out of or relating to this Agreement or any of the rights granted herein.