Symyx. Symyx agrees to indemnify, defend and hold Bayer, its Affiliates and Sublicensees and their respective directors, officers, employees, agents and their respective heirs and assigns (the "Bayer Indemnitees") harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") arising, directly or indirectly out of or in connection with third party claims, suits, actions, demands or judgments, including without limitation personal injury and product liability matters, suits, actions, demands relating to (i) any product developed, manufactured, used, sold or otherwise distributed by or on behalf of Symyx, its Affiliates, licensees or other designees (other than Bayer, its Affiliates and Sublicensees) pursuant to Section 5.1.3 herein (including, without limitation, product liability and patent infringement claims), and (ii) any breach by Symyx of its representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from the gross negligence or intentional misconduct of Bayer.
Symyx. Symyx agrees to indemnify, defend and hold harmless TDCC, its Affiliates and Sublicensees and their respective directors, officers, employees, agents and their respective heirs and assigns (the "TDCC Indemnitees") from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") arising, directly or indirectly out of or in connection with Third Party claims, suits, actions, demands or judgments, including without limitation, personal injury, product liability, patent infringement and trade secret misappropriation matters, suits, actions, or demands relating to (i) any Library Compound or product (lower case) developed, manufactured, used, sold or otherwise distributed by or on behalf of Symyx, its Affiliates, licensees or other designees (other than TDCC, its Affiliates and Sublicensees), (ii) any breach by Symyx of its representations and warranties made in this Agreement, and (iii) Symyx's activities in performing the Research Program other than those where TDCC directed such activities pursuant to Section 3.6 (except with respect to claims of infringement of the intellectual property rights of Third Parties, in which event Symyx shall not be obligated to indemnify TDCC); and except, in each case, to the extent such Liabilities result from the negligence or intentional misconduct of the TDCC Indemnitees. Indemnification hereunder does not include any consequential damages or lost profits which may be suffered by the TDCC Indemnitees.
Symyx. Symyx represents and warrants that: (i) it has the authority and right to extend the rights granted in this Agreement, (ii) this Agreement is a legal and valid obligation binding upon it an enforceable in accordance with its terms; (iii) it has the full right to enter into this Agreement, and to fully perform its obligations hereunder; (iv) it has not previously granted, and during the term of this Agreement will not knowingly or intentionally make any commitment or grant any rights which are inconsistent in any material way with the rights and licenses granted herein; and (v) to the best of its knowledge as of the Effective Date, there are no existing or threatened actions, suits or claims pending against it with respect to the Symyx Technology.
Symyx. Symyx represents and warrants that: (i) it has the authority and right to extend the rights granted in this Agreement, (ii) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; (iii) it has the full right to enter into this Agreement, and to fully perform its obligations hereunder; (iv) it has not previously granted, and during the term of this Agreement will not knowingly make any commitment or grant any rights which are inconsistent in any material way with, the rights and licenses granted herein; and (v) to the best of its knowledge as of the Effective Date, there are no existing or threatened actions, suits or claims pending against it with respect to the Symyx Technology; provided in each case, however, that the representations and warranties set forth in (i) through (v) above shall not apply with respect to the CA1 between Symyx and AR&T including, without limitation, with respect to obligations undertaken, and rights and licenses granted, thereunder.
Symyx. Symyx represents and warrants on a continuing basis that it: (i) has the right to enter this Agreement, is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, (ii) has the right to grant the rights hereunder, in the manner set forth in this Agreement, (iii) has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (iv) has by all necessary corporate action duly and validly authorized the execution and delivery of this Agreement and the performance of its obligations hereunder, and (v) has not and will not during the term of this Agreement enter into any agreement which conflicts with or which will result in any breach of, or constitute a default under this Agreement, any note, security agreement, commitment, contract or other agreement, instrument or undertaking to which Symyx is a party.
Symyx. Symyx agrees to indemnify, defend and hold harmless TDCC, its Affiliates and Sublicensees and their respective directors, officers, employees, agents and their respective heirs and assigns (the “TDCC Indemnitees”) from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) arising, directly or indirectly out of or in connection with Third Party (including Symyx employees and Symyx independent contractors) claims, suits, actions, demands or judgments, including without limitation, personal injury, product liability, patent infringement and trade secret misappropriation matters, suits, actions, or demands relating to*; and except, in each case, to the extent such Liabilities result from *. The obligation to indemnify as set forth in this Section 14.2: (a) shall apply regardless of any insurance coverage of the indemnifying party and (b) shall apply when the Third Party asserting the claim, suit, action, demand or judgment under this Section 14.2 is a party providing insurance to the indemnifying party.
Symyx. Subject to the provisions and limitations contained in this Agreement, Symyx shall indemnify, defend, and hold harmless ExxonMobil, its Affiliates and Licensees, and their respective directors, officers, employees, agents and their respective successors, heirs, and assigns ("ExxonMobil Indemnitees") from and against any losses, costs, claims, damages, liabilities, or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") to the extent arising, directly or indirectly out of or in connection with Third Party claims, suits, actions, demands or judgments, relating to:
Symyx. Symyx shall indemnify, defend and hold harmless Argonaut and its directors, officers and employees (each an "indemnitee") from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys' and professional fees and other expenses of litigation and/or arbitration) (a "Liability") resulting from a claim, suit or proceeding brought against an Indemnitee, arising from or occurring as a result of (a) Symyx's material breach of any representation, warranty or covenant contained in this Agreement; (b) Symyx's use of the Products purchased hereunder; except, in each case, to the extent caused by the negligence or willful misconduct of Argonaut, or (c) a third party claim that the uses permitted hereunder of the Specification or Know-How infringes any intellectual property rights of a third party.
Symyx. Symyx shall indemnify, defend and hold harmless Argonaut and its directors, officers and employees (each an "INDEMNITEE") from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys' and professional fees and other expenses of litigation and/or arbitration) (a "LIABILITY") resulting from a claim, suit or proceeding brought by a third party against an Indemnitee, arising from or occurring as a result of (a) Symyx' material breach of any representation, warranty or covenant contained in this Agreement; and (b) Symyx' use of the Licensed Products purchased or acquired hereunder; except, in each case, to the extent caused by the negligence or willful misconduct of Argonaut.
Symyx. Symyx represents and warrants on a continuing basis that: (i) it has the right to enter this Agreement, is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, (ii) it has the right to grant the rights hereunder, in the manner set forth in this Agreement, (iii) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (iv) it has by all necessary corporate action duly and validly authorized the execution and delivery of this Agreement and the performance of its obligations hereunder, (v) the patents and patent applications included within the Patent Rights and the Software Patent are the only patents and patent applications owned or controlled by Symyx under which Argonaut requires a license hereunder in order to make, use, sell, offer for sale, import, and export a Licensed Product that conforms to the Specification as defined in the Prior Agreement without the addition of any other features, (vi) to Symyx' knowledge, solely as of the Effective Date, no third party has asserted or threatened a claim against Symyx alleging that Symyx' PPR(R) (parallel pressure reactor) technology as used and sold by Symyx infringes the patent rights of such third party, and (vii) it has not and will not during the term of this Agreement enter into any agreement which conflicts with or which will result in any breach of, or constitute a default under this Agreement, any note, security agreement, commitment, contract or other agreement, instrument or undertaking to which Symyx is a party.
