Common use of Indemnity Obligations Clause in Contracts

Indemnity Obligations. In addition to its other indemnification obligations set forth herein, at its sole cost, each party (in such capacity, the “Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the other party and its shareholders, officers, directors, employees, agents, representatives, subcontractors, invitees, successors and assigns (each, an “Indemnitee”) from and against any and all claims, suits, actions, liabilities, losses, costs and expenses (including reasonable attorneys’ fees), judgments and damages (“Claims”) brought against any Indemnitee by a third party which results or arises from, or is attributable to, (i) the Indemnifying Party’s gross negligence, intentional misconduct, or failure to comply with Applicable Laws; or (ii) any breach of this Agreement or any term or condition set forth herein by the Indemnifying Party, or its employees or agents, or any breach of any of such Indemnifying Party’s representations or warranties set forth herein. In addition to its other indemnification obligations hereunder, and except to the extent Polyzen is the Indemnifying Party pursuant to this Section 7.1, Company hereby agrees to indemnify, defend and hold harmless Polyzen and its Indemnitees from and against any and all Claims related to the sale, resale, licensing or registration, distribution or use by Company or any of its end-users of any Product accepted by Company pursuant to Section 2.5 above.

Indemnity Obligations. In addition to (a) Xxxxxx will defend Ampersand, its other indemnification obligations set forth hereinAffiliates and their respective directors, at its sole costofficers, each party employees, contractors, and agents (in such capacitycollectively, the “Indemnifying PartyAmpersand Indemnitees”) hereby agrees to indemnify), defend and will indemnify and hold harmless the other party and its shareholdersAmpersand Indemnitees, officers, directors, employees, agents, representatives, subcontractors, invitees, successors and assigns (each, an “Indemnitee”) from and against any and all claims, suits, actions, liabilities, losses, costs costs, damages, fees, or expenses payable to a Third Party, and reasonable attorney’s fees and other legal expenses with respect thereto (including reasonable attorneys’ fees)“Losses”) arising out of any allegation, judgments and damages claim, action, lawsuit, or other proceeding (“Claims”) brought against any Ampersand Indemnitee by a third party which results Third Party to the extent directly resulting from or arises fromrelating to: (a) any breach by Xxxxxx of any of its representations, warranties, covenants, or is attributable toobligations pursuant to this Agreement, (b) activities (including product liability) engaged by Xxxxxx or its Affiliates as a result of conducting the Development Program, (c) the practice by Xxxxxx or its Affiliates of any license granted to it under Article 2, or (d) the gross negligence, willful misconduct, or unlawful acts of Xxxxxx or any of Xxxxxx’x directors, officers, employees, contractors and agents; except in any such case to the extent such Losses and Claims directly result from: (i) the Indemnifying Party’s gross negligencenegligence or willful misconduct of any Ampersand Indemnitee, intentional misconduct, or failure to comply with Applicable Laws; or (ii) any breach of this Agreement or any term or condition set forth herein by the Indemnifying Party, or its employees or agents, or any breach Ampersand of any of such Indemnifying Party’s representations its representations, warranties, covenants, or warranties set forth herein. In addition to its other indemnification obligations hereunder, and except to the extent Polyzen is the Indemnifying Party pursuant to this Section 7.1Agreement, Company hereby agrees to indemnify, defend and hold harmless Polyzen and its Indemnitees from and against or (iii) any and all Claims related to the sale, resale, licensing or registration, distribution or use violation of Applicable Law by Company or any of its end-users of any Product accepted by Company pursuant to Section 2.5 aboveIndemnitee.