Xxxxxxx Indemnity. Company agrees to indemnify, defend and hold Contractor and its officers, directors, partners, members, employees and agents (collectively, the “Contractor Indemnitees”) harmless from and against all liability, claims, causes of action, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (collectively, “Claims”) resulting from, arising out of or attributable to (i) the negligence, willful misconduct or intentional act of any of the Company Indemnitees (defined below) in connection with the handling of any transloaded Products at the Transload Facility by Company, (ii) exposure to such Products as a result of the handling of such Products by any of the Company Indemnitees, (iii) regulatory non-compliance or contractual breach by Company, or (iv) claims that Company’s employees make against any of the Contractor Indemnitees while any of the transloaded Products are in Company’s care, custody or control. The obligations of Company in this paragraph shall survive the expiration or other termination of this Agreement.
Xxxxxxx Indemnity. (a) From and after the Distribution Date, Xxxxxxx in its capacity as a Recipient and on behalf of each of the other members of the Xxxxxxx Group in their capacity as Recipients, shall indemnify, defend and hold harmless Houston and the other Houston Indemnified Parties from and against any and all Losses suffered or incurred by the Houston Indemnified Parties in connection with a third-party claim against such Houston Indemnified Parties, which Losses result from any Services provided by any member of the Houston Group hereunder, except to the extent such Losses arise out of an Houston Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, or (iii) gross negligence or willful misconduct in providing the Services.
Xxxxxxx Indemnity. 7.2 Xxxxxxx agrees to indemnify and save the Owners harmless from and against any Environmental Liability suffered or incurred by the Owners arising directly or indirectly from any operations or activities conducted on the Property, whether by Xxxxxxx, its employees or agents, after the Effective Date.
Xxxxxxx Indemnity. SELLERS SHALL INDENMIFY BUYERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AND AGENTS, FROM ANY AND ALL LIABILITIES (OTHER THAN ENVIRONMENTAL), COSTS, EXPENSES AND CLAIMS OF ANY KIND OR CHARACTER ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THE ASSETS, OCCURING BEFORE THE EFFECTIVE DATE AND REGARDLESS OF ANY SOLE JOINT OR CONCURRENT NEGLIGENCE, LIABILITY, BREACH OR OTHER FAULTS OR RESPONSIBILITY OF BUYERS OR ANY THIRD PERSON.
Xxxxxxx Indemnity. SuperGen shall indemnify, defend and hold harmless Xxxxxxx and its directors, officers and employees (each a "Xxxxxxx 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 a Xxxxxxx Indemnitee, arising from or occurring as a result of activities performed by SuperGen or its Affiliates, licensees, partners, joint venturers or distributors in connection with the development, manufacture or sale of any Licensed Product, except to the extent caused by the willful misconduct of a Xxxxxxx Indemnitee or as otherwise provided by Section 9.4.
Xxxxxxx Indemnity. Baxter shall indemnify Nexell and hold it ------------------ harmless from any liability, loss, expense, cost, claim or judgment arising out of any claim for property damage, personal injury or death that is caused by Xxxxxx'x failure to manufacture the Supplied Products in accordance with the designs, specifications, procedures and product drawings/blueprints, with the law, regulations, rules, orders and notices, and with the quality system and Standard Operating Procedure System, and which are applicable to Baxter. Furthermore, Baxter shall defend, indemnify and hold Nexell harmless with respect to any liability, loss or damage incurred by Nexell with respect to any infringement, misappropriation or violation by any Supplied Product of the intellectual property of any entity. At Xxxxxx'x expense, Nexell shall cooperate fully with Baxter in defending or otherwise resolving any such claim. Baxter shall have full control of any litigation brought against Nexell with respect to any claim that is indemnifiable by Baxter hereunder, but Nexell may, at its expense, also be represented by its own counsel in any such litigation. XXXXXX'X INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 19.1 SHALL NOT APPLY TO DEVELOPMENTAL PRODUCTS, IF ANY, THAT BAXTER PROVIDES TO NEXELL UNDER THIS AGREEMENT. NOTHING IN THIS SECTION 19.1 SHALL BE INTERPRETED TO, NOR IS ANYTHING SET FORTH HEREIN INTENDED TO, ALTER OR DIMINISH NEXELL'S INDEMNIFICATION OBLIGATIONS SET FORTH IN THE DISTRIBUTION LICENSE AGREEMENT. IN THE EVENT OF A CONFLICT BETWEEN SECTION 19 OF THIS AGREEMENT AND SECTIONS 18 AND 19 OF THE DISTRIBUTION LICENSE AGREEMENT, THE DISTRIBUTION LICENSE AGREEMENT CONTROLS.
Xxxxxxx Indemnity. XXXXXXX agrees to indemnify and hold harmless KAIFA and/or its affiliates from and against all costs, claims, and liabilities based upon the alleged infringement by the Products or the Technology of any patent, design, copyright or other proprietary right or interest of any third party. This indemnity will only apply if XXXXXXX is notified within 10 business days in writing of any claim or threatened claim and KAIFA provides XXXXXXX with such reasonable assistance as XXXXXXX may request with respect to the defense or settlement. Further, the indemnity will not apply to any use of the Products for which they are not intended and will not apply to any infringement of third party intellectual property rights to the extent that the infringement is caused by a modification to the Products or Technology by KAIFA which was not authorized by XXXXXXX.
Xxxxxxx Indemnity. Subject to the limitations set forth in Article 10 above, Xxxxxxx shall indemnify, defend, and hold harmless MMI (including its officers, directors, employees, and agents) from and against all personal or property losses, liabilities, damages, and expenses (including reasonable attorneys’ fees and costs) arising (a) out of the falsehood or inaccuracy in any material respect of any representation or warranty-or-out-of-the-breach or non-fulfillment of any material covenant or agreement of Xxxxxxx contained herein or contemplated hereby; or (b) out of the gross negligence or intentional misconduct of Xxxxxxx in connection with the performance of its obligations under this Agreement; and/or (c) out of Xxxxxxx’x use of Xxxxxxx Technology or Joint IP (except to the extent any such loss, liability, damage, or expense is the responsibility of MMI as determined in accordance with Section 11.2 below).
Xxxxxxx Indemnity. Xxxxxx shall release, indemnify, defend and hold Global/NorAm and its Representatives harmless from and against any and all claims, demands, costs, charges, expenses, fees, causes of action, suits, proceedings, damages, and attorney fees caused by, resulting from, or attributable to (a) any inaccuracy of any representation or warranty of Xxxxxx set forth in this Agreement, or (b) any breach of or failure to perform or satisfy any of the covenants and obligations of Xxxxxx hereunder.
Xxxxxxx Indemnity. (a) Xxxxxxx shall and hereby does agree to indemnify and hold Purchaser harmless from and against any and all loss, damage and expense of any nature (including, but not limited to, reasonable attorney's fees) incurred by Purchaser arising out of, attributable to, or in connection with:
