Common use of Direct Indemnity Clause in Contracts

Direct Indemnity. 8.3.1.1. Each Party shall indemnify and hold harmless the other Party, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees from and against all Third-Party claims, demands, liabilities, damages (including damages directly or indirectly suffered by the other Party and/or its Affiliates and their respective directors, officers, shareholders, agents, consultants and employees) and expenses, including attorneys' fees and costs (collectively, the "Liabilities") arising out of the breach of any material provision of this Agreement by the indemnifying Party or caused by an intentional act or omission of the indemnifying Party. 8.3.1.2. PMC shall defend, indemnify and hold harmless CISTRON, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees, from and against all Liabilities suffered or incurred arising out of any Third-Party claims in connection with the manufacture, design, testing, possession, distribution, use, sale or other disposition by or through PMC, its Affiliates or Sublicensees of any PRODUCTS, except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or intentional acts or omissions by CISTRON.

Direct Indemnity. 8.3.1.14.3.1.1. Each Party shall indemnify and hold harmless the other Party, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees from and against all Third-Party claims, demands, liabilities, damages (including damages directly or indirectly suffered by the other Party and/or its Affiliates and their respective directors, officers, shareholders, agents, consultants and employees) and expenses, including attorneys' fees and costs (collectively, the "Liabilities") arising out of the breach of any material provision of this Agreement by the indemnifying Party or caused by an intentional act or omission of the indemnifying Party. 8.3.1.24.3.1.2. PMC shall defend, indemnify and hold harmless CISTRON, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees, from and against all Liabilities suffered or incurred arising out of any Third-Party claims in connection with the manufacture, design, testing, possession, distribution, use, sale or other disposition by or through PMC, its Affiliates or Sublicensees of any PRODUCTS, except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or intentional acts or omissions by CISTRON.