Product Liability Indemnification. The Party manufacturing the Licensed Products under this Agreement (the "Manufacturing Party" or "Indemnifying Party") shall defend the other Party (the "Indemnified Party") at the Manufacturing Party's cost and expense, and will indemnify and hold harmless the Indemnified Party, from and against any and all claims, losses, costs, damages, fees, or expenses arising out of or in connection with the manufacture or design of the Licensed Products (other than claims based on infringement or misappropriation), including, but not limited to, any actual or alleged injury, damage, death, or other consequence occurring to any legal or natural person or property, as a result, directly or indirectly, of the possession, use or consumption of any Licensed Products, claimed by reason of breach of warranty, negligence, product defect, or other similar cause of action, regardless of the form in which any such claim is made. The Party distributing the Licensed Products under this Agreement (the "Distributing Party" or "Indemnifying Party") shall defend the other Party (the "Indemnified Party") at the Distributing Party's cost and expense, and will indemnify and hold harmless the Indemnified Party, from and against any and all claims, losses, costs, damages, fees, or expenses arising out of or in connection with the commercialization, marketing or sale of the Licensed Products (other than claims based on infringement or misappropriation), including, but not limited to, any actual or alleged injury, damage, death, or other consequence occurring to any legal or natural person or property, as a result, directly or indirectly, of the possession, use or consumption of any Licensed Products, claimed by reason of breach of warranty, negligence, product defect or other similar cause of action, regardless of the form in which any such claim is made. In the event of any such claim against an Indemnified Party, such Indemnified Party shall promptly notify the Indemnifying Party in writing of the claim and the Indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnified Party shall cooperate with the Indemnifying Party and may, at its option and expense, be represented in any such action or proceeding. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred by the Indemnified Party without the Indemnifying Party's written authorization.
Product Liability Indemnification. The Customer shall indemnify and hold Drain-Net Technologies LLC harmless from and against any liability, damage, loss, cost, or expense (including, without limitation, reasonable attorney’s fees and expenses necessary to consider, advise, and defend) (collectively, “Liability”), that arises out of or results from: (a) any claims, including claims for property damage, personal injury, or death to the extent that such claims arise directly or indirectly out of, or as a consequence of, the installation of a Product; (b) any claims, including claims for property damage, personal injury, or death, to the extent that such claims are based upon any wrongful or negligent act or omission by Customer (or its employees or agents).
Product Liability Indemnification. 16.1 Freescale will defend, at its expense, any suits against Motorola based upon a claim by a third party that a material defect in any Product furnished by Freescale under this Agreement caused death or bodily injury to any person and to pay costs and damages finally awarded based upon such claim in any such suit; provided that Freescale is: (1) promptly notified by Motorola in writing as soon as reasonably practicable after Motorola first became aware of the claim, but in no event later than 15 days after the date on which Motorola first received notice of such claim; and (2) at Freescale’s request and expense, given sole control of the suit and all requested assistance for defense of same. Freescale will not be liable for any settlement made without its written consent.
Product Liability Indemnification. Seller agrees to and hereby does indemnify, release, defend and hold Sensor Scientific and its officers, directors, employees, shareholders, agents, successors and assigns harmless from and against all claims, damages, losses, costs and expenses, including attorneys’ fees, arising in favor of any person, firm or corporation on account of personal injury or property damage alleged to be caused by the Goods.
Product Liability Indemnification. Iomed does not make or give, and hereby specifically disclaims, any warranty, express or implied, concerning the University Products or the Iomed Products, including but not limited to the warranties of merchantability or fitness for a particular purpose. As to all University Products and Iomed Products that are sold or distributed on or after the effective date of this Agreement, the Licensee hereby agrees to indemnify and hold Iomed harmless from and against, and hereby assumes liability for the payment of, any loss, liability or damage and for all costs and expenses, (including reasonable costs of investigation and reasonable attorneys, accountants and expert witness fees) of whatever kind and type that may be imposed upon, suffered or incurred by or asserted against Iomed as a consequence of or in connection with any liability from or relating to the use of the University Products or the Iomed Products by customers of the Licensee or its Sublicensees, or by the ultimate end-users of such University Products and Iomed Products. 6.
Product Liability Indemnification. CLIENT agrees to defend, hold harmless and indemnify AGENCY from any and all loss or damage, costs and expenses, including legal fees, incurred by any claim or action made or filed against AGENCY, claiming loss or injury of any nature whatsoever, as a result of defect in any merchandise, purchase or use of any product supplied, manufactured, or processed by CLIENT.
Product Liability Indemnification. (a) AVENTIS. Aventis agrees to defend Millennium and its Affiliates, at Aventis' cost and expense, and will indemnify and hold Millennium and its Affiliates and their respective directors, officers, employees and agents (the "Millennium Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (i) any breach by Aventis of any of its representations, warranties or obligations pursuant to this Agreement, (ii) any sublicense and/or transfer by Aventis of the Development Program Technology and/or Ex-Program Technology, or (iii) any personal injury resulting from the development, manufacture, use, sale or other disposition of any product or service offered by Aventis and/or its Affiliates or licensees to the extent that such injury is alleged to be the result of the use by Aventis and/or its Affiliates or licensees of the Development Program Technology or Ex-Program Technology. In the event of any such claim against the Millennium Indemnified Parties by any Third Party, Millennium shall promptly notify Aventis in writing of the claim and Aventis shall manage and control, at its sole expense, the defense of the claim and its settlement. The Millennium Indemnified Parties shall cooperate with Aventis and may, at their option and expense, be represented in any such action or proceeding. Aventis shall not be liable for any litigation costs or expenses incurred by the Millennium Indemnified Parties without Aventis' prior written authorization. In addition, Aventis shall not be responsible for the indemnification of any Millennium Indemnified Party arising from any negligent or intentional acts by such party, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, (x) in the event of a personal injury claim that is covered by the indemnification provisions of the Inflammation Agreement, the indemnification provisions of the Inflammation Agreement shall control and (y) in the event that both Aventis and the Millennium Indemnified Parties are parties to a class action suit relating to the sale of substantially similar products sold by Aventis and the Millennium Indemnified Parties, the foregoing indemnification shall apply solely in respect of the product or service offered by Aventis and/or its Affiliates and licensees.
Product Liability Indemnification. 8.1 LICENSEE shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold RESEARCH FOUNDATION, the University and their trustees, officers, employees and affiliates, harmless against all Losses arising directly out of the death of, or injury to, any person or persons or damage to property resulting from the LICENSEE’s or any of its sublicensee’s production, manufacture, sale, use (both experimental and consumer), lease, consumption or advertisement of the Licensed Product(s), except to the extent such Losses arise, directly or indirectly, out of the negligence or misconduct of RESEARCH FOUNDATION, the University or any of their respective trustees, officers, employees, agents, representatives or affiliates.
Product Liability Indemnification. Anterios agrees to defend Xxxxxxx, its agents, directors, officers and employees, at Anterios’s sole expense, and will indemnify and hold harmless Xxxxxxx, its agents, directors, officers and employees, from and against any and all product liability losses, costs, damages, fees or expenses arising out or in connection with Anterios’s or any of its Affiliate’s or sublicensee’s manufacture, use or sale of any Licensed Product, including, but not limited to, any actual or alleged injury, damage, death or other consequence occurring to any person as a result, directly or indirectly, of the possession, use or consumption of any Licensed Product, whether claimed by reason of breach of warranty, negligence, product defect or otherwise, and regardless of the form in which any such claim is made. In the event of any such claim against Xxxxxxx or any agent, director, officer or employee, Xxxxxxx shall promptly notify Anterios in writing of the claim and Anterios shall manage and control, at its sole expense, the defense of the claim and its settlement. Xxxxxxx shall cooperate with Anterios and may, at its option and expense, be represented in any such action or proceeding. Anterios shall not be liable for any litigation costs or expenses incurred by Xxxxxxx without Anterios’s written authorization.
Product Liability Indemnification. Seller agrees to protect, indemnify and hold AT&T harmless from and against all liability resulting from any and all claims by third parties for loss, damage or injury (including death) allegedly caused by any Product or Part purchased under this Agreement, to the extent not caused by misuse, abuse or other fault directly attributable to AT&T or its customer, and provided that Seller is promptly notified by AT&T of all such claims following AT&T's initial notification of such claims, and provided further that Seller is given full control over any negotiation, arbitration, or litigation concerning such claims.
