Common use of Indemnification by DPT Clause in Contracts

Indemnification by DPT. DPT hereby agrees, at its sole cost and expense, to defend, hold harmless and indemnify, to the extent permitted by Applicable Law, (collectively, “Indemnify”) COMPANY and its Affiliates and their respective directors, officers and employees of such Persons and the respective successors and assigns of any of the foregoing (the “COMPANY Indemnitees”) from and against any and all liabilities, damages, penalties, fines, costs and expenses (including, reasonable attorneys’ fees and other expenses of litigation) (collectively, “Liabilities”) resulting from suits, claims, actions and demands, in each case brought by a Third Party (each, a “Third-Party Claim”) against any COMPANY Indemnitee and arising from or occurring as a result of: (a) any material breach of any of DPT’s obligations, representations, warranties or covenants under this Agreement; or (b) the negligence or willful misconduct of a DPT Indemnitee. DPT’s obligations to Indemnify COMPANY Indemnitees pursuant to this Section 11.1.1 shall not apply to the extent any such Liabilities are the result of a material breach by COMPANY of its obligations, representations, warranties or covenants under this Agreement or any COMPANY Indemnitee’s gross negligence or willful misconduct. Notwithstanding the foregoing, under no circumstances shall DPT have any responsibility for product liability or personal injury claims of such third parties which arise from the sale, marketing, promotion, distribution or any use of Product which meets the Specifications.

Indemnification by DPT. DPT hereby agrees, at its sole cost and expense, to defend, hold harmless and indemnify, to the extent permitted by Applicable Law, (collectively, “Indemnify”) COMPANY and its Affiliates and their respective directors, officers and employees of such Persons and the respective successors and assigns of any of the foregoing (the “COMPANY Indemnitees”) from and against any and all liabilities, damages, penalties, fines, costs and expenses (including, reasonable attorneys’ fees and other expenses of litigation) (collectively, “Liabilities”) resulting from suits, claims, actions and demands, in each case brought by a Third Party (each, a “Third-Party Claim”) against any COMPANY Indemnitee and arising from or occurring as a result of: (a) any material breach of any of DPT’s obligations, representations, warranties or covenants under this Agreement; or (b) the gross negligence or willful misconduct of a DPT Indemnitee. DPT’s obligations to Indemnify COMPANY Indemnitees pursuant to this Section 11.1.1 shall not apply to the extent any such Liabilities are the result of a material breach by COMPANY of its obligations, representations, warranties or covenants under this Agreement or any COMPANY Indemnitee’s gross negligence or willful misconduct. Notwithstanding the foregoing, under no circumstances shall DPT have any responsibility for product liability or personal injury claims of such third parties which arise from the sale, marketing, promotion, distribution or any use of Product which meets the Specifications.