Indemnification by Abbott Sample Clauses

Indemnification by Abbott. Abbott shall indemnify and hold Myogen, it▇ ▇▇▇▇li▇▇▇▇ ▇nd their directors, officers, employees and agents harmless from and against any and all Liabilities, incurred by or instituted or rendered against Myogen to the extent such Liabilities result from a Third Party claim arising from the willful misconduct or the negligent acts or omissions of Abbott or its Affiliates or Abbott's material brea▇▇ ▇▇ this Agreement, except to the extent such Third Party claims arise out of the negligence or willful misconduct of Myogen, its Affiliates and their directors, officers, employees and agents, or the material breach of this Agreement by Myogen, its Affiliates and their directors, officers, employees and agents, and provided that Myogen gives Abbott prompt notice in writing of any such claim ▇▇ ▇▇▇suit and permits Abbott to undertake sole control of the defense an▇ ▇▇▇▇lement thereof at Abbott's expense. In any such claim or lawsuit: (a) Myogen will cooperate in the defense by providing access to witnesses and evidence available to it. Myogen shall have the right to participate, at its expense, in any defense to the extent that in its reasonable judgment Myogen may be prejudiced by Abbott's sole defense thereof (b) With respe▇▇ ▇▇ ▇▇is Agreement, Myogen shall not settle, offer to settle or admit liability in any claim or suit in which Myogen intends to seek [/\#/\] CONFIDENTIAL TREATMENT REQUESTED 20 [/\#/\] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. indemnification by Abbott without the written consent of a d▇▇▇ ▇▇thorized officer of Abbott.

Indemnification by Abbott. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, Abbott and each of the Abbott Subsidiaries shall, to the fullest extent permitted by Law, indemnify, defend and hold harmless each of the AbbVie Indemnitees from and against all Abbott Indemnity Obligations; provided, however, that the indemnity in this Section 4.03 for Abbott Liabilities shall not extend to a past, present or future director, officer, employee or agent of Abbott or an Abbott Subsidiary to the extent (a) such Person would not be eligible for indemnification under the terms of (i) AbbVie’s certificate of incorporation or bylaws in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter or (ii) the directors’ and officers’ insurance policy of AbbVie would not cover such Person in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter.

Indemnification by Abbott. Abbott shall indemnify, defend and hold harmless Hospira, its affiliates, officers, directors and employees from and against all claims, causes of action, suits, costs and expenses (including reasonable attorney’s fees), losses or liabilities pursuant to this Agreement and asserted by Third Parties to the extent such arise out of, result from or relate to: (i) ▇▇▇▇▇▇’▇ breach of any representation or warranty set forth in Section 3.1(a); (ii) any violation or infringement of any proprietary right of any Third Party to the extent relating to, arising out of or resulting from ▇▇▇▇▇▇’▇ manufacturing processes used in the manufacture of Products pursuant to this Agreement (exclusive of the Product Specifications or any Hospira proprietary rights); and (iii) any negligent, wrongful act, or willful misconduct or omission on the part of Abbott, its officers, directors, employees, agents or representatives relating to ▇▇▇▇▇▇’▇ performance hereunder.

Indemnification by Abbott. From and after the Closing, Guidant and its Affiliates, officers, directors, agents, successors and assigns shall be indemnified and held harmless by Abbott for and against any and all Losses to the extent arising out of or related to the Business (other than the Excluded Liabilities) and the Assumed Liabilities, except for Taxes described in Section 10.02(iii).

Indemnification by Abbott. Abbott shall indemnify, defend and ------------------------- hold harmless Anesta and its officers, directors, employees, agents and representatives ("Anesta Indemnitees") from and against any and all liabilities, ------------------ claims, demands, actions, suits, losses, damages, costs and expenses (including reasonable attorneys' fees) based upon or arising out of ▇▇▇▇▇▇'▇ negligence, willful or deliberate misconduct, recklessness, or breach of any covenant, agreement, representation or warranty made by Abbott in this Agreement.

Indemnification by Abbott. Except as otherwise specifically set forth in any provision of this Agreement or of any Special Products Ancillary Agreement, Abbott and each of the Abbott Subsidiaries shall, to the fullest extent permitted by Law, indemnify, defend and hold harmless each of the AbbVie Indemnitees from and against all Abbott Indemnity Obligations, except to the extent any such Liability is the result of a breach by AbbVie or an AbbVie Subsidiary of this Agreement or any Special Products Ancillary Agreement or the negligence or willful misconduct or omission by AbbVie or an AbbVie Subsidiary under this Agreement or any Special Products Ancillary Agreement; provided, however, that the indemnity in this Section 9.02 for Abbott Special Products Liabilities shall not extend to a former director, officer, employee or agent of Abbott or an Abbott Subsidiary to the extent such Person would not be eligible for indemnification under the terms of (i) AbbVie’s certificate of incorporation or bylaws in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter; or (ii) the directors’ and officers’ insurance policy of AbbVie would not cover such Person in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter.

Indemnification by Abbott. Except as otherwise specifically set forth in any provision of this Agreement or of any Principal Ancillary Agreement, Abbott shall, to the fullest extent permitted by law, indemnify, defend and hold harmless each of the Hospira Indemnitees from and against all Abbott Indemnity Obligations; PROVIDED, HOWEVER, that the indemnity in this SECTION 4.03 for Abbott Liabilities shall not extend to a former Abbott director, officer, employee or agent to the extent such Person was grossly negligent or engaged in willful misconduct in connection with the Abbott Liabilities for which indemnification is sought.

Indemnification by Abbott. After the Closing Date, Abbott shall, as to those representations, warranties, covenants and agreements which are herein made or agreed to by Abbott, indemnify and hold harmless the Company's officers and directors and in respect of: (a) any damage, deficiency, losses or costs incurred by the Company resulting from any material misrepresentation or breach of warranty or any non-fulfillment of any covenant or agreement on the part of Abbott under this Agreement; (b) any claim by any person under any provision of any federal or state securities laws relating to any event, act or omission of or by Abbott in connection with any tender offer by Abbott; and (c) any claim, action, suit, proceeding, demand, judgment, assessment, cost and expense, including reasonable counsel fees, incident to the foregoing; provided that the total indemnity shall not exceed * . Abbott shall reimburse the Company for any liabilities, damages, deficiencies, claims, actions, suits, proceedings, demands, judgments, assessments, costs and expenses to which this Section 13.2 relates only if a claim for indemnification is made by the Company within the period ending at * .

Indemnification by Abbott. Abbott agrees to indemnify, defend and hold harmless Sucampo and its Affiliates and their respective employees, agents, officers, directors and permitted assigns (“Sucampo Indemnitees”) from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys’ fees and other expenses of litigation and/or arbitration) (collectively, “Losses”) resulting from a claim, suit or proceeding made or brought by a Third Party (collectively, a “Third Party Claim”) arising out of or resulting from the following: (a) improper storage or handling of the Product by Abbott or its Affiliates, Sublicensees or Distributors; (b) ▇▇▇▇▇▇’▇ or its Sublicensees’ or Distributors’ negligence or willful misconduct in regard to its performance, or non-performance, under this Agreement; or (c) ▇▇▇▇▇▇’▇ breach of or failure to perform under this Agreement, including a breach of any of ▇▇▇▇▇▇’▇ representations or warranties hereunder; In all cases, (a) through (c), except for Losses for which Sucampo has an obligation to indemnify Abbott Indemnitees pursuant to Section 14.2, as to which Losses each Party shall indemnify the other to the extent of their respective liability for Losses.