Indemnification by Dow Clause Samples
Indemnification by Dow. Subject to Section 4.3, Section 4.6(e) and Section 4.7, Dow shall pay (or, at its option, shall cause its applicable Subsidiary to pay), and shall indemnify and hold each of DowDuPont, AgCo and SpecCo harmless from and against, without duplication:
(i) all Taxes allocated to Dow pursuant to Sections 2.1(a)(iv) – (xii);
(ii) to the extent not also described in any of (A) Sections 2.1(b)(iv) – (xi), (B) Sections 2.1(c)(iii)-(viii) or (C) Sections 2.1(d)(iii)-(vii), (I) all Taxes allocated to Dow pursuant to Sections 2.1(a)(i) – (ii) and (II) all Taxes allocated to Dow Entities pursuant to Section 2.1(a)(iii) by reason of Section 2.2(c);
(iii) AgCo Dow Cash Repatriation Taxes;
(iv) SpecCo Dow Cash Repatriation Taxes; and
(v) any costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).
Indemnification by Dow. 12.1 DOW indemnifies JSR, JSR’s Affiliates and their employees, officers, directors, agents and representatives from and against any and all losses, claims, damages, liabilities, litigations and expenses (including reasonable attorney fees) resulting exclusively from
(i) any of DOW’s breaches of its obligations under Article 21 of this Agreement; or
(ii) any willful wrongdoing or gross negligence by DOW, any of DOW’s Affiliates, or any of its employees, officers, members agents or representatives of DOW or any of DOW’s Affiliates; provided that JSR notifies DOW promptly of any third party claims and affords DOW the right to control the defense and settlement of all claims in respect to which DOW has fully indemnified JSR.
12.2 DOW indemnifies JSR, JSR’s Affiliates and their employees, officers, directors, agents and representatives from and against any losses, claims, damages, liabilities, litigations and expenses (including reasonable attorney fees) resulting from any injury or death of persons or damage to property arising exclusively out of DOW’s or any of DOW’s Affiliates operation of its Schkopau facilities, production, storage, handling, use or disposal of raw materials, intermediates, Products, or wastes generated, all while in DOW’s possession, all in connection with its performance under this Agreement; provided that JSR notifies DOW promptly of any third party claims and affords DOW the right to control the defense and settlement of all claims in respect to which DOW has fully indemnified JSR.
12.3 DOW’s obligations under this Article shall survive the termination of this Agreement.
Indemnification by Dow. Subject to the terms of Section 9.3, DOW shall indemnify, defend and hold SKINMEDICA, its Affiliates and their respective directors, officers, shareholders, employees, representatives, agents, successors and permitted assigns (“SKINMEDICA Indemnified Parties”) harmless from and against any and all Claims, in each case to the extent such Claims arise out of: (a) a breach or inaccuracy of any representation or warranty made by DOW in Section 5 of this Agreement; (b) a material breach of this Agreement by DOW; (c) clinical use of each Licensed Product prior to the Launch Date of such Licensed Product or DOW’s performance under the Development Plan with respect to a Licensed Product prior to the Launch Date of such Licensed Product; or (d) any negligence or willful or reckless actions or misconduct of DOW or its employees, or agents in the course of performance under this Agreement, including, without limitation, the Development Plan. Notwithstanding the foregoing, DOW shall not be liable for any Claims to the extent caused by any of the SKINMEDICA Indemnified Parties as determined in a final, non-appealable order of a court of competent jurisdiction. For purposes of clarity, in the absence of negligence or willful misconduct by DOW, DOW shall not indemnify the SKINMEDICA Indemnified Parties for any claim arising out of the manufacture, use, marketing, or sale of any particular Licensed Product after the Launch Date of such Licensed Product.
Indemnification by Dow. Dow will indemnify, defend and hold harmless Licensee, its Affiliates, Permitted Sublicensees, and Licensee Partners and each of its and their respective employees, officers, directors and agents (each, a “Licensee Indemnified Party”) from and against any and all Liabilities that the Licensee Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of the material breach by Dow of any of its representations, warranties or covenants set forth herein, except to the extent caused by the gross negligence or willful misconduct of Licensee or any Licensee Indemnified Party.
Indemnification by Dow. Dow will indemnify, defend and hold harmless Licensee, its Affiliates, Permitted Sublicensees, and Licensee Partners and each of its and their respective employees, officers, directors and agents (each, a “Licensee Indemnified [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Party”) from and against any and all Liabilities that the Licensee Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of the material breach by Dow of any of its representations, warranties or covenants set forth herein, except to the extent caused by the gross negligence or willful misconduct of Licensee or any Licensee Indemnified Party.
Indemnification by Dow. Dow hereby indemnifies MCEL and its Affiliates, directors, officers, employees and agents against, and agrees to hold each of them harmless from, any and all claims, demands, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including, without limitation, interest, penalties, court costs, costs and expenses (including attorney fees) (the “Damages”) incurred or suffered by any of them:
(i) arising out of or related in any way to any misrepresentation or breach of any representation or warranty made by Dow in this Agreement;
(ii) arising out of or related in any way to any breach of any covenant or agreement to be performed by Dow pursuant to this Agreement;
(iii) arising out of the infringement by Dow (including without limitation through use by Dow or its licensees of the Dow-Licensed Intellectual Property or the JDA Intellectual Property) of the intellectual property rights of a third party; or
(iv) arising out of violations by Dow of applicable law.
Indemnification by Dow. Dow hereby indemnifies MCEL and its Affiliates, directors, officers, employees and agents against, and agrees to hold each of them harmless from, any and all Damages incurred or suffered by any of them:
(i) arising out of or related in any way to any misrepresentation or breach of any representation or warranty made by Dow in this Agreement;
(ii) arising out of or related in any way to any breach of any covenant or agreement to be performed by Dow pursuant to this Agreement; or
(iii) arising out of the gross negligence or willful misconduct of Dow, its employees or its agents, while performing under this Agreement.