PRODUCT LIABILITY AND INDEMNIFICATION Sample Clauses
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PRODUCT LIABILITY AND INDEMNIFICATION. (a) Seller assumes entire responsibility for the safety of all products it supplies hereunder to Buyer when used for their intended purposes and in accordance with Seller's reasonable instructions; and ▇▇▇▇▇▇ agrees to take reasonable steps to directly warn users of dangers associated with products. Seller's indemnification of Buyer includes (i) any claim for damages, injury or loss resulting from use or operation of any product supplied hereunder (except to the extent resulting solely from the improper use or maintenance of the product), (ii) any failure by Seller to comply with any applicable law, (iii) a breach by Seller of any covenant or term of this Agreement and (iv) any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards of the articles provided and/or services performed, (b) Seller hereby agrees to severally indemnify, defend and hold harmless Buyer, and its respective affiliates, directors and officers (individually, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against, and accepts responsibility for. any claim, demand, cause of action, liability, loss, damage, cost or expense whatsoever (collectively, a "Claim"), including without (imitation reasonable attorneys' fees, costs of settlement and any product recalls, which arise directly or indirectly out of or is in any way associated with (i) a defect in the design, manufacture, materials or assembly of the products regardless of whether such Claim arises within or beyond any warranty period, (ii) personal injuries or property damage in the nature of product liability, (iii) any failure of the product to conform to the representations of Seller set forth herein or otherwise made in writing by Seller in connection with the sale and delivery of the products, and (iv) any actions or inactions of Seller, its employees, agents or subcontractors, but excluding claims arising solely out of the improper installation, use or maintenance of the products by Buyer. This indemnity shall survive termination of this Agreement and shall be in addition to all other indemnities made by Seller. Seller further agrees to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, (c) Seller shall indemnify and ...
PRODUCT LIABILITY AND INDEMNIFICATION. INHIBITEX shall at all times require its sublicensees during the term of this Agreement and thereafter, to indemnify, defend and hold harmless BRI, their agents, officers, employees, and affiliates, against any claim, proceeding, demand, liability, or expenses (including legal expenses and reasonable attorney's fees) which relates to injury to persons or property, or against any other claim proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of LICENSED PRODUCTS or arising from any obligation of sublicensee(s) hereunder; provided that the party to be indemnified gives INHIBITEX prompt notice of any claim and provides INHIBITEX or its designee the sole right to defend and/or settle the same.
PRODUCT LIABILITY AND INDEMNIFICATION. (a) Seller assumes entire responsibility for the safety of all products it supplies hereunder to Buyer when used for their intended purposes and in accordance with Seller’s reasonable instructions; and Seller agrees to take reasonable steps to directly warn users of dangers associated with products. Seller’s indemnification of Buyer includes (i) any claim for damages, injury or loss resulting from use or operation of any product supplied hereunder (except to the extent resulting solely from the improper use or maintenance of the product), (ii) any failure by Seller to comply with any applicable law, and (iii) a breach by Seller of any covenant or term of this Agreement.
PRODUCT LIABILITY AND INDEMNIFICATION. CRUCELL shall not be liable for and LICENSEE shall indemnify CRUCELL and hold CRUCELL harmless against any and all liabilities (including product liability), damages, losses or injury, death, costs and expenses, including reasonable attorney’s fees, arising in any manner from the use by LICENSEE or its AFFILIATES of PACKAGING CELLS and/or the PACKAGING CELL KNOW HOW, or the use of any PRODUCT by any human being, regardless of whether such use was contemplated by the Parties, except to the extent such liabilities result from (i) the willful misconduct, gross negligence or written instructions of CRUCELL; and/or pursuant to Section 8.3 above; and/or (iii) any breach of this Agreement by CRUCELL. CRUCELL shall hold harmless LICENSEE and its AFFILIATES against losses arising from the events set forth in clauses (i) and (ii) immediately above.
PRODUCT LIABILITY AND INDEMNIFICATION. CRUCELL shall not be liable for and LICENSEE shall indemnify CRUCELL and hold CRUCELL harmless against any and all Losses (including product liability), arising in any manner from the use by LICENSEE or its AFFILIATES of PACKAGING CELLS and/or the PACKAGING CELL KNOW HOW, or the development or manufacture of prototypes or clinical supplies by LICENSEE or its AFFILIATES practicing PACKAGING CELLS and/or the PACKAGING CELL KNOW HOW, or the use of any PRODUCT by any human being, regardless of whether such use was contemplated by the Parties, except to the extent such liabilities result from (i) the willful misconduct, gross negligence or written instructions of CRUCELL; and/or pursuant to Section 8.3 above; and/or (ii) any breach of this Agreement by CRUCELL. CRUCELL shall hold harmless LICENSEE and its AFFILIATES against all Losses arising from the events set forth in clauses (i) and (ii) immediately above. Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request and are indicated by [***]. Commercial License Agreement PER.C6® Crucell Holland - Vascular Biogenics
PRODUCT LIABILITY AND INDEMNIFICATION. 10.1 Indemnity by DIVERSA - DIVERSA shall indemnify and hold DOW, its agents, directors, officers, employees and Affiliates harmless from and against any and all liabilities, claims, demands, damages, costs, expenses or money judgments (including reasonable attorneys' fees and expenses) incurred by or rendered against any of them for personal injury, sickness, disease or death or property damage which directly arise out of: (a) the intentional misconduct or negligence of DIVERSA; or
PRODUCT LIABILITY AND INDEMNIFICATION. INHIBITEX shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless SYSTEM, Rice University, their regents, officers, employees, and affiliates, against any claim, proceeding, demand, liability, or expenses (including legal expenses and reasonable attorney's fees) which relates to injury to persons or property, or against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of LICENSED PRODUCTS or arising from any obligation of INHIBITEX or sublicensee(s) under this Agreement.
PRODUCT LIABILITY AND INDEMNIFICATION. Other than as a result of SYSTEM's negligence or willful misconduct, LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless SYSTEM, its regents, officers, employees, and affiliates, against any claim, proceeding, demand, liability, or expenses (including legal expenses and reasonable attorney's fees) which relates to injury to persons or property, or against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of LICENSED PRODUCTS or arising from any obligation of LICENSEE or sublicensee(s) hereunder.
PRODUCT LIABILITY AND INDEMNIFICATION. Nothing contained in this Agreement may be construed as:
(a) a warranty or representation by Licensor to enable Licensee to produce and manufacture Licensed Technology Products or Licensed Trademark Products of any particular quality, standard, specification or the like;
(b) a warranty or representation by Licensor that any manufacture, sale or use of the Licensed Technology Products or Licensed Trademark Products under this Agreement will be free from infringement of patents, or other industrial and intellectual property rights of any parties other than Licensor;
(c) conferring by implication, estoppel or otherwise upon Licensee any license or other rights except the rights expressly granted under this Agreement to License;
(d) a warranty or representation as to the validity of any Licensed Trademark or Licensed Patent held by Licensor; or
(e) a warranty or representation as to the right of the Licensee to use Licensed Technology under this Agreement without infringement of any patents held by third parties. Licensee agrees to indemnify Licensor and hold Licensor free and harmless from and against any demand, claim, action, suit or other proceedings which may be made or instituted by any third party against Licensor and/or any parent, subsidiary or associated person, firm or company thereof regarding the Licensed Technology Products and Licensed Trademark Products manufactured and sold by Licensee including any alleged infringement of any intellectual property rights of any third party and from and against any and all loss, damage, damages, costs, charges and expenses arising, paid, incurred or suffered by Licensor and/or any parent, subsidiary or associate person, firm or company thereof arising out of this Agreement.
PRODUCT LIABILITY AND INDEMNIFICATION. 12.1 Licensor's Indemnification of Licensee........................
12.2 Licensee's Indemnification of Licensor........................
12.3 Indemnification Obligations with respect to Bulk and Product Supplied by ▇▇▇▇▇.............................................