Product Indemnification. Silk Road Medical will defend, indemnify, and hold Lake Region harmless from and against any and all liabilities, claims and demands for injury to or death of persons or damage to property arising out of or in connection with the sale, use or application of any Product
Product Indemnification. Subject to the provisions of this Section 6.7, Orchid agrees to defend, indemnify and hold harmless Sarnoff from any and all damages arising from injury or damage to persons or property (including without limitation, product liability or infringement of any proprietary rights) resulting directly or indirectly from Orchid's use, development, manufacture, licensing, marketing, sale or other disposition or any other commercial exploitation of any Product or Service, except those which result from the gross negligence or willful misconduct of Sarnoff. Sarnoff shall promptly notify Orchid of any claim which is to be indemnified hereunder and Orchid shall have the sole right to defend, settle or compromise any such action or claim.
Product Indemnification. Siemens shall indemnify Reseller against any claim (or claim for indemnity from any licensee against a claim) that the normal use or possession of the Products infringes the intellectual property rights of any third party provided that Siemens is given immediate and complete control of such claim, that Reseller does not prejudice Siemens’ defence of such claim, that Reseller gives Siemens all reasonable assistance with such claim and that the claim does not arise as a result of the use of the Products otherwise than in accordance with the terms of this Agreement or an End User Licence Agreement or with any equipment or programs not approved by Siemens. If a Product is found to infringe any such third party intellectual property right, at Siemens’s sole discretion and expense, Siemens may (i) obtain a licence from such third party for the benefit of Reseller and its End Users, or (ii) replace or modify the Product so that it is no longer infringing, or (iii) terminate this Agreement and refund to Reseller all amounts previously paid by Reseller for the Products less a reasonable amount to reflect any period of use of the Products by Reseller and/or its End Users. The foregoing states the entire liability of Siemens to Reseller in respect of the infringement of the intellectual property rights of any third party.
Product Indemnification. Connetics agrees to defend, indemnify and hold AmerisourceBergen and each of its subsidiaries and affiliates harmless against any and all * Portions of this exhibit have been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Page 8 claims, losses, damages, and liabilities whatsoever (including expenses and fees), arising as a result of: (a) any actual or asserted violation(s) of the Act or any other federal, state or local law or regulation by virtue of which Products sold pursuant to this Agreement are alleged or determined to be adulterated, misbranded, mislabeled or otherwise not in full compliance with or in contravention of any federal, state or local law or regulation; (b) the possession, distribution, sale and/or use of, or by reason of the seizure of, any of Connetics’ products, including any prosecution or action by any governmental body or agency or by any private party, including claims of bodily injury, death or property damage; and (c) any actual or asserted claim that the Products infringe any proprietary or intellectual property rights of any person, including without limitation the infringement of any trademarks or service names, trade names, trade secrets, inventions, patents or the violation of any copyright laws or any other applicable federal, state or local laws; provided, however, that Connetics’ obligations pursuant to this Section 5.2 expressly exclude any such liability, loss or damage to the extent resulting from the gross negligence or willful malfeasance of AmerisourceBergen.
Product Indemnification. BMI agrees to defend, indemnify and hold harmless CollaGenex from any and all Damages arising from injury or damage to persons or property resulting directly or indirectly from BMI's use, manufacture, sale or other disposition of any Products in the Territory. BMI will utilize its best efforts to obtain liability insurance covering the manufacture and sale of Products on terms and in amounts as are customary for the pharmaceutical industry.
Product Indemnification. Customer agrees that it shall indemnify SYNNEX against any and all third-party Claims hereafter brought or asserted by any person or entity arising out of the design, installation or use of any units of Product(s) manufactured by SYNNEX under this Agreement, except to the extent such Claim results from such units of Product(s) not substantially conforming to their Specifications or being materially defective in workmanship. Such indemnification obligation shall be conditioned upon SYNNEX promptly notifying Customer of any such Claim. Such indemnification shall include reasonable attorneys’ fees and other costs incurred by SYNNEX in the defense of any Claim. Such indemnification is conditioned upon Customer having sole and exclusive control over the defense of any such Claim. Customer shall not enter into any settlement that affects SYNNEX’s rights or interests without SYNNEX’s prior written approval. Customer shall have no authority to settle any Claim on behalf of SYNNEX.
Product Indemnification. Licensee agrees to defend, indemnify and hold harmless CollaGenex from any and all Damages arising from injury or damage to persons or property (including, without limitation, product liability) resulting directly or indirectly from Licensee's sourcing, storage, marketing, sale and distribution of the Products in the Territory. CollaGenex warrants to Licensee that all data submitted by CollaGenex to the appropriate regulatory authority in France or in any other country where CollaGenex has applied for or may apply for marketing authorisations are an accurate representation of clinical trial and other data, to the best of CollaGenex's knowledge and belief, as warranted by CollaGenex to the appropriate regulatory authorities.
Product Indemnification. Licensee shall indemnify and hold harmless Licensor from and against any and all claims, actions, liabilities, loses, damages and expenses ("Losses"), including reasonable attorneys' fees and such fees on appeal, incurred by Licensor in connection with any claims, actions or liabilities arising out of or related to (i) the testing, manufacture, marketing, distribution and sale of Licensed Products by Licensee and Licensee's activities related thereto; (ii) the failure of Licensee to comply with all applicable laws, rules and/or regulations of any jurisdiction regarding approval of, advertising, selling, importing or exporting Licensed Products; or (iii) any warranties granted by Licensee. Licensor will promptly notify Licensee within a reasonable time after it becomes aware of any claim, action or proceeding that may be subject to indemnification pursuant to this section and will cooperate with and authorize Licensee to carry out the sole management and defense of such claim, action or proceeding. Licensee agrees that Licensor may participate and employ counsel of its own selection to defend and/or appeal the claim or action on behalf of Licensor. Licensor will not compromise or settle any claim, action or proceeding subject to indemnification pursuant to this section without the prior written approval of Licensee. This section 13.5. shall survive expiration or other termination, for any reason whatsoever, of this Agreement.
Product Indemnification. Subject to Sections 10.1.1.2 and 10.1.1.3, in any lawsuit naming the Dealer as a defendant and relating to any Product sold by the Dealer, the Company shall: o assume the defense of the Dealer o hold harmless and indemnify the Dealer against any -- costs -- expenses, including attorney's fees -- judgments for monetary damages, less any offset recovered by the Dealer.
Product Indemnification. The Buyer agrees that it will indemnify and hold harmless Seller against any and all claims, liabilities, damages, or causes of action ("CLAIMS") hereafter brought or asserted by any person or entity arising out of the design, installation or use of any Product(s) manufactured by the Seller under this Agreement and in accordance with Buyer's Specifications except for any intentional or negligent acts of Seller or any of Seller's employees, agents or contractors.