Common use of By Xxxxx Clause in Contracts

By Xxxxx. XXXXX agrees to defend ONYX, its Affiliates and their respective directors, officers, employees and agents (the “ONYX Indemnified Parties”) at XXXXX’x cost and expense, and will indemnify and hold ONYX and the other ONYX Indemnified Parties harmless from and against any Losses to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the negligence or willful misconduct of XXXXX, its Affiliates, or their respective Sublicensees in connection with its activities under this Agreement, (b) the material breach of this Agreement or the representations, warranties and covenants made hereunder by XXXXX, or (c) the Exploitation of any Product by or on behalf of XXXXX, its Affiliates, or their respective Sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the extent such Losses result from clause (a), (b) or (c) of Section 7.1.1 (By ONYX). In the event of any such claim against the ONYX Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) ONYX promptly notifying XXXXX in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation of XXXXX except to the extent XXXXX is actually prejudiced thereby), (y) ONYX granting XXXXX shall sole management and control, at XXXXX’x sole expense, the defense of the claim and its settlement (provided, however, that XXXXX shall not settle any such claim without the prior written consent of ONYX if such settlement does not include a complete release from liability or if such settlement would involve ONYX undertaking an obligation (including the payment of money by an ONYX Indemnified Party), would bind or impair an ONYX Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of ONYX or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the ONYX Indemnified Parties reasonably cooperating with XXXXX (at XXXXX’x expense). The ONYX Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Xxxxx. XXXXX agrees to defend ONYX, AMGEN and its Affiliates (and their respective its Affiliates’) directors, officers, employees and agents (the “ONYX AMGEN Indemnified Parties”) at XXXXX’x cost and expense, and will indemnify and hold ONYX AMGEN and the other ONYX AMGEN Indemnified Parties harmless from and against any Losses to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the negligence or willful misconduct of XXXXX, its Affiliates, or their respective Sublicensees in connection with its activities under this Agreement, (b) the material breach of this Agreement or the representations, warranties and covenants made hereunder by XXXXX, or (c) the Exploitation of any Product by or on behalf of XXXXX, its Affiliates, or their respective Sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the extent such Losses result from clause (a), (b) or (cb) of Section 7.1.1 (By ONYXAMGEN). In the event of any such claim against the ONYX AMGEN Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) ONYX AMGEN promptly notifying XXXXX in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation of XXXXX except to the extent XXXXX is actually materially prejudiced thereby), ) and (y) ONYX AMGEN granting XXXXX shall sole management and control, at XXXXX’x sole expense, the defense of the claim and its settlement (provided, however, that XXXXX shall not settle any such claim without the prior written consent of ONYX AMGEN if such settlement does not include a complete release from liability or if such settlement would involve ONYX undertaking an obligation (including the payment of money by an ONYX AMGEN Indemnified Party), would bind or impair an ONYX AMGEN Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of ONYX AMGEN (including rights licensed hereunder from AMGEN) or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the ONYX AMGEN Indemnified Parties reasonably cooperating with XXXXX (at XXXXX’x expense). The ONYX AMGEN Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Xxxxx. XXXXX agrees (i) Xxxxx reserves the right to defend ONYXterminate this Agreement in the event there is: (A) a significant and material negative change in the employment relationship based upon the conduct of directors of the District which conduct would be considered actionable in either a criminal, its Affiliates administrative or civil forum; (B) any material breach by District of this Agreement; (C) a significant and their respective directorsmaterial negative change in Xxxxx’x authority, officersduties or responsibilities as the Chief Executive Officer and Administrator of the District or any other action by District that results in substantial diminution in Xxxxx’x authority, employees duties or responsibilities (including, without limitation, having any other executive employee of the District report directly to District’s Board of Directors rather than Xxxxx); (D) a requirement that Xxxxx relocate her place of employment more than thirty miles; (E) a significant and agents material reduction in compensation; or (the “ONYX Indemnified Parties”) at XXXXX’x cost and expense, and will indemnify and hold ONYX and the other ONYX Indemnified Parties harmless from and against any Losses to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (aF) the negligence or willful misconduct cessation of XXXXXthe District operating as a health care district. Xxxxx may terminate this Agreement on any of these grounds by giving at least thirty (30) days’ prior written notice of termination to District, its Affiliateswithout prejudice to any other remedy to which Xxxxx may be entitled either at law, in equity, or their respective Sublicensees in connection with its activities under this Agreement. The notice of termination required by this Section 5(b)(i) shall specify the grounds for the termination, shall be supported by a statement of relevant facts, and shall be provided to District within ninety (b90) days of the material breach initial existence of such grounds. Upon receipt of such notice from Xxxxx, District shall have the right to remedy the grounds during the notice period. If District fails to remedy the grounds during the notice period, then this Agreement shall terminate at the end of the notice period, and Xxxxx shall be entitled to the Severance Benefit defined in this Agreement. (ii) During the Term of this Agreement, Xxxxx reserves the right to terminate this Agreement in the event that the remaining Term of this Agreement, together with any extensions hereto by written agreement of the parties, drops to eighteen (18) months or the representations, warranties and covenants made hereunder by XXXXX, or (c) the Exploitation of any Product by or on behalf of XXXXX, its Affiliates, or their respective Sublicensees (including from product liability and intellectual property infringement claims); except, in each case, less. Xxxxx shall thereafter be entitled to the extent such Losses result from clause (a), (b) or (c) of Section 7.1.1 (By ONYX). In the event of any such claim against the ONYX Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) ONYX promptly notifying XXXXX Severance Benefit defined in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation of XXXXX except to the extent XXXXX is actually prejudiced thereby), (y) ONYX granting XXXXX shall sole management and control, at XXXXX’x sole expense, the defense of the claim and its settlement (provided, however, that XXXXX shall not settle any such claim without the prior written consent of ONYX if such settlement does not include a complete release from liability or if such settlement would involve ONYX undertaking an obligation (including the payment of money by an ONYX Indemnified Party), would bind or impair an ONYX Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of ONYX or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the ONYX Indemnified Parties reasonably cooperating with XXXXX (at XXXXX’x expense). The ONYX Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosingAgreement.

By Xxxxx. XXXXX Xxxxx agrees to defend ONYXEverest, its Affiliates and their respective directors, officers, employees and agents (the “ONYX Everest Indemnified Parties”) at XXXXX’x Xxxxx’x cost and expense, and will indemnify and hold ONYX Everest and the other ONYX Everest Indemnified Parties harmless from and against any Losses claims, losses, costs, damages, fees or expenses (including legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the negligence or willful misconduct of XXXXX, Xxxxx or its Affiliates, or their respective Sublicensees Affiliates in connection with its activities under this Agreement, (b) the material breach of this Agreement or any of the representations, warranties and or covenants made hereunder by XXXXXXxxxx, or (c) the Exploitation of any Product by or on behalf of XXXXXXxxxx, its Affiliates, Affiliates or their respective Sublicensees sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the extent such Losses result from clause (a), (b) ), or (c) of Section 7.1.1 11.1.2 (By ONYXEverest). In the event of any such claim against the ONYX Everest Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) ONYX Everest promptly notifying XXXXX Xxxxx in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation obligations of XXXXX Xxxxx except to the extent XXXXX Xxxxx is actually prejudiced thereby), (y) ONYX Everest granting XXXXX shall Xxxxx sole management and control, at XXXXX’x Xxxxx’x sole expense, of the defense of the claim and its settlement (provided, however, that XXXXX Xxxxx shall not settle any such claim without the prior written consent of ONYX Everest if such settlement does not include a complete release from liability or if such settlement would involve ONYX Everest undertaking an obligation (including the payment of money by an ONYX Everest Indemnified Party), would bind or impair an ONYX Everest Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of ONYX Everest or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the ONYX Everest Indemnified Parties reasonably cooperating with XXXXX Xxxxx (at XXXXX’x Xxxxx’x expense). The ONYX Everest Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.