Common use of Indemnification by Chiron Clause in Contracts

Indemnification by Chiron. Subject to all of the provisions of this Article 10, Chiron hereby agrees to Indemnify Cubist and its Affiliates, and their respective agents, directors, officers and employees (the “Cubist Indemnitees”) from and against any and all Losses suffered or incurred by any of such Cubist Indemnitees resulting from (i) a material breach of any of Chiron’s representations and warranties pursuant to Article 9 of this Agreement or Article 9 of the Supply Agreement; (ii) a material breach of any of Chiron’s covenants and * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION agreements made pursuant to this Agreement or the Supply Agreement; (iii) any Third Party claim made against any such Cubist Indemnitee for damages suffered by such Third Party arising from any failure of Chiron or any of its Affiliates, contractors or distributors, or any of their respective agents or employees, to comply in any material respect with applicable laws and regulations; (iv) any Third Party claim made against any such Cubist Indemnitee for death, bodily injury or property damage suffered by such Third Party arising from the negligence, recklessness or willful misconduct of Chiron or any of its Affiliates, contractors or distributors, or any of their respective agents or employees, in the course of carrying out any of the actions or activities of Chiron under or in connection with this Agreement or the Supply Agreement; or (v) any Third Party claim made against any such Cubist Indemnitees for death, bodily injury or property damage suffered by such Third Party arising from any activities of Chiron or any of its Affiliates, licensees (other than Cubist), contractors or distributors, or any of their respective agents or employees, anywhere in the world on or after the Effective Date in connection with their respective development, manufacturing or Commercialization activities with respect to Licensed Products; provided, however, that Chiron shall not be required to indemnify the Cubist Indemnitees for any Losses pursuant to this Section 10.2 to the extent that (1) such Losses arise from matters or claims for which Cubist is required to indemnify any of the Chiron Indemnities pursuant to Section 10.1 hereof, (2) such Losses arise from Cubist’s breach or non-compliance with any of the provisions of this Agreement or the Supply Agreement, (3) such Losses arise or result from the negligence, recklessness or willful misconduct of Cubist or any of its Affiliates, contractors or distributors, or any of their respective agents or employees, (4) such Losses arise or result from any Third Party products liability claim or (5) Chiron’s liability for such Losses is limited pursuant to Section 10.6. Chiron’s liability to any of the Cubist Indemnitees with respect to Third Party products liability claim is set forth in Section 10.3 below.

Indemnification by Chiron. Subject to all of the provisions of this Article 10, Chiron hereby agrees to Indemnify Cubist and its Affiliates, and their respective agents, directors, officers and employees (the “Cubist Indemnitees”"CUBIST INDEMNITEES") from and against any and all Losses suffered or incurred by any of such Cubist Indemnitees resulting from (i) a material breach of any of Chiron’s 's representations and warranties pursuant to Article 9 of this Agreement or Article 9 of the Supply Agreement; (ii) a material breach of any of Chiron’s 's covenants and * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION 62 agreements made pursuant to this Agreement or the Supply Agreement; (iii) any Third Party claim made against any such Cubist Indemnitee for damages suffered by such Third Party arising from any failure of Chiron or any of its Affiliates, contractors or distributors, or any of their respective agents or employees, to comply in any material respect with applicable laws and regulations; (iv) any Third Party claim made against any such Cubist Indemnitee for death, bodily injury or property damage suffered by such Third Party arising from the negligence, recklessness or willful misconduct of Chiron or any of its Affiliates, contractors or distributors, or any of their respective agents or employees, in the course of carrying out any of the actions or activities of Chiron under or in connection with this Agreement or the Supply Agreement; or (v) any Third Party claim made against any such Cubist Indemnitees for death, bodily injury or property damage suffered by such Third Party arising from any activities of Chiron or any of its Affiliates, licensees (other than Cubist), contractors or distributors, or any of their respective agents or employees, anywhere in the world on or after the Effective Date in connection with their respective development, manufacturing or Commercialization activities with respect to Licensed Products; providedPROVIDED, howeverHOWEVER, that Chiron shall not be required to indemnify the Cubist Indemnitees for any Losses pursuant to this Section 10.2 to the extent that (1) such Losses arise from matters or claims for which Cubist is required to indemnify any of the Chiron Indemnities pursuant to Section 10.1 hereof, (2) such Losses arise from Cubist’s 's breach or non-compliance with any of the provisions of this Agreement or the Supply Agreement, (3) such Losses arise or result from the negligence, recklessness or willful misconduct of Cubist or any of its Affiliates, contractors or distributors, or any of their respective agents or employees, (4) such Losses arise or result from any Third Party products liability claim or (5) Chiron’s 's liability for such Losses is limited pursuant to Section 10.6. Chiron’s 's liability to any of the Cubist Indemnitees with respect to Third Party products liability claim is set forth in Section 10.3 below.

Indemnification by Chiron. Subject to all the expiration of the provisions of this Article 10applicable period set forth in Section 10.1, Chiron hereby agrees to Indemnify Cubist shall indemnify, defend and hold harmless Purchaser, its Affiliates, Affiliates and each of their respective agents, directors, officers officers, employees and employees (the “Cubist Indemnitees”) agents from and against any and all Losses suffered losses, liabilities, damages or incurred by expenses, including, without limitation, reasonable fees and disbursements of legal counsel (collectively, "Losses") arising out of or relating to (a) the Excluded Liabilities, (b) any material inaccuracy of such Cubist Indemnitees resulting from Chiron's Indemnified Representations, or (ic) a any material breach by Chiron of any of its covenants or obligations contained in this Agreement or any of the Related Agreements. Chiron’s 's liability under this Section shall not exceed the Purchase Price. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CHIRON DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ASSETS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THE ACQUIRED ASSETS SHALL BE PURCHASED AND SOLD "AS IS, WHERE IS" AND WITHOUT RECOURSE TO CHIRON OF ANY KIND. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, CHIRON SHALL NOT INDEMNIFY PURCHASER AGAINST ANY LOSSES ARISING OUT OF OR RELATING TO ENVIRONMENTAL LAWS OR THE CONDITION OF THE PREMISES (INCLUDING THE SOIL, GROUNDWATER, SURFACE WATER, AIR OR BUILDING MATERIALS THEREOF) OR THE CONDITION OF THE ACQUIRED ASSETS AT OR PRIOR TO CLOSING. For the avoidance of doubt: the Diligence Representations shall not survive the Closing, and are provided solely to enable Purchaser to conduct the additional due diligence investigation described in Section 6.2. Purchaser's sole remedy for any inaccuracy of such representations and warranties pursuant shall be to Article 9 of terminate this Agreement or Article 9 of the Supply Agreement; (ii) a material breach of any of Chiron’s covenants and * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION agreements made pursuant to this Agreement or the Supply Agreement; (iii) any Third Party claim made against any such Cubist Indemnitee for damages suffered by such Third Party arising from any failure of Chiron or any of its Affiliates, contractors or distributors, or any of their respective agents or employees, to comply in any material respect with applicable laws and regulations; (iv) any Third Party claim made against any such Cubist Indemnitee for death, bodily injury or property damage suffered by such Third Party arising from the negligence, recklessness or willful misconduct of Chiron or any of its Affiliates, contractors or distributors, or any of their respective agents or employees, in the course of carrying out any of the actions or activities of Chiron under or in connection with this Agreement or the Supply Agreement; or (v) any Third Party claim made against any such Cubist Indemnitees for death, bodily injury or property damage suffered by such Third Party arising from any activities of Chiron or any of its Affiliates, licensees (other than Cubist), contractors or distributors, or any of their respective agents or employees, anywhere in the world on or after the Effective Date in connection with their respective development, manufacturing or Commercialization activities with respect to Licensed Products; provided, however, that Chiron shall not be required to indemnify the Cubist Indemnitees for any Losses pursuant to this Section 10.2 to the extent that (1) such Losses arise from matters or claims for which Cubist is required to indemnify any of the Chiron Indemnities pursuant to Section 10.1 hereof, (2) such Losses arise from Cubist’s breach or non-compliance with any of the provisions of this Agreement or the Supply Agreement, (3) such Losses arise or result from the negligence, recklessness or willful misconduct of Cubist or any of its Affiliates, contractors or distributors, or any of their respective agents or employees, (4) such Losses arise or result from any Third Party products liability claim or (5) Chiron’s liability for such Losses is limited pursuant to Section 10.6. Chiron’s liability to any of the Cubist Indemnitees with respect to Third Party products liability claim is set forth in Section 10.3 below12.1.