By Transferee. Subject to the terms and conditions of this Agreement, at the Closing, Transferee shall deliver to Transferor (or to the extent specifically set forth below, to Transferor’s designee or with respect to Section 2.4(b)(iii), to Xxxxxxx) each of the following items:
By Transferee. Transferee represents and warrants to Transferor that:
By Transferee. Subject to the terms and conditions of this Agreement, at the Funding, Transferee shall deliver to Transferor (or to the extent specifically set forth below, to Transferor’s designee) each of the following items:
By Transferee. Transferee shall indemnify, defend, and hold harmless Transferor, its Affiliates, and its and their respective members, managers, officers, directors, shareholders, licensors, and personnel (collectively, “Indemnitees”) from and against any and all Losses arising out of or based on: (i) any breach of Transferee’s representations and warranties set forth in Article 4; (ii) Transferee’s or its sublicensee’s unauthorized use of any Licensed Asset or any asset or right under a Third-Party License Agreement; and (iii) the development, formulation, manufacture, clinical trial, marketing, sale, distribution or any other use by or through Transferee of the Compound or Licensed Product, including all recalls warranty claims, and product liability claims arising in connection with the Compound or any Licensed Product manufactured, used or distributed by Transferee or its affiliates, agents, representatives or sublicensees; excluding, in each case, any Losses attributable to the negligence, willful misconduct or breach by Transferor of its obligations under the Services Agreement; and, excluding further, any losses for which Transferor has an indemnification obligation pursuant to Section 10.1.
By Transferee. Subject to the terms and conditions of this Agreement, at the Closing, Transferee shall deliver each of the following items:
By Transferee. Transferee hereby agrees to indemnify, protect, defend and hold Transferor and each present and former director, officer and employee of Transferor harmless from and against any claim, demand, obligation, loss, cost, damage, liability, judgment or expense (including, without limitation, reasonable attorneys’ fees, charges and disbursements) (collectively, “Claims”) arising out of or in connection with (i) the breach of any of Transferee’s representations or warranties set forth herein (subject to the survival limitations set forth in Section 9.6 hereof), (ii) the breach of any of Transferee’s covenants or agreements set forth herein, or (iii) any claim or cause of action brought by a third-party that arises as a result of an action or event that occurred after the Closing and during Transferee’s period of ownership or control of the applicable Property, that relates to the ownership of the Entity Interests, or the ownership, operation or maintenance of the Properties; provided, however, that Transferee’s obligation to indemnify Transferor under clause (i) above shall be subject to the following restrictions, (a) Transferee shall not be obligated to pay any amounts with respect to breaches of representations and warranties until the aggregate obligation of Transferee with respect to such breaches hereunder and under Section 14.1.1 of the Related Acquisition Agreement exceeds, in the aggregate, $250,000, whereupon Transferee shall be liable for all such amounts whether or not they exceed $250,000, and (b) in no event shall the aggregate liability of Transferee to Transferor with respect to breaches of representations and warranties hereunder and under Section 14.1.1 of the Related Acquisition Agreement exceed, in the aggregate, $7,500,000.
By Transferee. Transferee hereby agrees to indemnify, protect, defend and hold PMB LLC and each Transferor harmless from and against any claim, demand, obligation, loss, cost, damage, liability, judgment or expense (including, without limitation, reasonable attorneys’ fees, charges and disbursements) (collectively, “Claims” and individually, a “Claim”) arising out of or in connection with (a) the breach of any of Transferee’s representations or warranties set forth herein (subject to the survival limitations set forth in Section 9.5 hereof), or (b) the breach of any of Transferee’s covenants or agreements set forth herein.
By Transferee. TRANSFEREE agrees to defend, indemnify and hold harmless TRANSFEROR and its affiliates, successors and assigns, and the officers, directors, employees and agents of each of them, from and against any and all claims, threatened claims, damages, losses, expenses, obligations, liabilities, actions, suits, including without limitation, interest and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim, action or suit, asserted by third parties against TRANSFEROR that arise out of, result from or are related to: (i) the violation of any statute, regulation or rule of Law by TRANSFEREE in the performance of its obligations under this Agreement; (ii) a breach or alleged breach of any representation, covenant, or warranty made by TRANSFEREE in this Agreement; (iii) activities taking place at TRANSFEREE’s facilities and that do not involve TRANSFEROR; (iv) a breach or alleged breach by TRANSFEREE of any of the other terms or conditions of this Agreement, or (v) the negligence or other wrongdoing of TRANSFEREE or its affiliates or any employee or agent of TRANSFEREE or its affiliates.
By Transferee. TRANSFEREE shall own any improvements, developments, additions, changes, and modifications, including Intellectual Property relating thereto, as may be from time to time made during the term of this Agreement by or for TRANSFEREE or its affiliates (excluding TRANSFEROR to the extent TRANSFEROR becomes an affiliate of TRANSFEREE), consultants, sublicensees or assignees.
By Transferee. Subject to the timely satisfaction of all the conditions precedent set forth in Section 4.2, Transferee shall deliver upon Closing:
