Negligence or Misconduct. No Indemnifying Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Indemnified Party if a court of competent jurisdiction has made a final, non-appealable finding, that a Claim (and related expenses) has resulted primarily from such Indemnified Party’s gross negligence or willful misconduct, such that the relevant losses or costs would not be indemnifiable or reimbursable under the Delaware Limited Liability Company Act, if such action was taken by the managers of a Delaware limited liability company.
Negligence or Misconduct. Ground Level Distribution agrees to indemnify, defend, and hold harmless Affiliate and its representataives, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or in- directly arising from or relating to Ground Level Distribution’s negligence or willful misconduct in performance of the Program or its breach of this Agreement. Affiliate will not be held respon- sible or liable for fulfillment of any orders placed by customers on the Ground Level Distribution Web site.
Negligence or Misconduct. Organogenesis hereby indemnifies and holds Royce harmless from all losses, costs or damages (including attorney's fees) which Royce may be held liable to pay as a result of claims or suits arising out of any injuries or deaths to persons and/or damage to property arising from Organogenesis' negligence or misconduct with respect to the subject matter of this Agreement. Royce hereby indemnifies and holds Organogenesis harmless from all losses, costs or damages (including attorney's fees) which Organogenesis may be held liable to pay as a result of claims or suits arising out of any injuries or deaths to persons and/or damage to property arising from Royce' negligence or misconduct with respect to the subject matter of this Agreement.