Common use of BY INSTITUTE Clause in Contracts

BY INSTITUTE. Institute shall indemnify, defend and hold NTI and its directors, officers, employees, and Affiliates harmless from and against any and all Damages incurred or suffered by each of them (excluding incidental or consequential Damages suffered or incurred by NTI directly (as opposed to incidental or consequential Damages suffered or incurred by Third Parties who are, in turn, seeking the same from NTI, which shall be covered by the indemnity set forth herein)) as a consequence of Claims based upon: (a) a breach of any of Institute’s representations, warranties, or obligations contained in this Agreement; or (b) the recklessness or willful misconduct of Institute, its Affiliates, or the employees or agents of Institute or its Affiliates. Institute’s indemnification obligations under this Section 9.2 shall not apply to the extent that the applicable Claim arises out of or results from (i) a breach of any of NTI’s representations, warranties, or obligations contained in this Agreement; or (ii) the negligence, gross negligence, or intentional misconduct of NTI or its Affiliates or Sublicensees, or the employees or any Third Party acting on behalf of NTI or its Affiliates or Sublicensees.