Indemnification by Eagle Sample Clauses

Indemnification by Eagle. Eagle shall defend, indemnify and hold harmless TYME and its Affiliates and its and their respective officers, directors, employees, agents, representatives, successors and assigns from and against all Claims and all associated Losses, to the extent incurred or suffered by any of them to the extent resulting from or arising out of (a) any misrepresentation or breach of any representations, warranties, agreements or covenants of Eagle under this Agreement, (b) the negligence, willful misconduct, or violation of Applicable Laws by Eagle (or any of its Affiliates or its and their respective officers, directors, employees, agents or representatives) or (c) labor disputes, Equal Employment Opportunity Commission charges or employment-related claims arising from or related to Eagle’s employees; except in each case to the extent any such Claims, and all associated Losses, are caused by an item for which TYME is obligated to indemnify Eagle pursuant to Section 10.1.

Indemnification by Eagle. Eagle agrees to indemnify and hold harmless, to the fullest extent permitted by law, Tail Wind, its officers, directors, stockholders and employees and each person who controls Tail Wind (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to Eagle by Tail Wind, expressly for use therein, or (ii) any violation by Tail Wind of any federal, state or common law, rule or regulation applicable to Tail Wind in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (iii) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of Eagle shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the Securities Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 10(d) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities.

Indemnification by Eagle. Eagle shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold Lyotropic and its Affiliates and their respective officers, directors, employees and agents, and the successors and assigns of the foregoing (“Lyotropic Indemnified Parties”), harmless from and against all liability, demands, damages, including expenses or loses including death, personal injury, illness or property damage of any kind whatsoever, including legal expenses and reasonable attorneys’ fees (collectively, “Losses”) arising directly or indirectly out of (a) any breach of this Agreement by Eagle or its Affiliates or (b) the gross negligence or willful misconduct or willful omissions by Eagle or its Affiliates or permitted Third Party Manufacturers, except to the extent of those Losses for which, as applicable, Lyotropic has an obligation to indemnify the Eagle Indemnified Parties pursuant to Section 12.2.

Indemnification by Eagle. Eagle shall indemnify and hold harmless MDCO and its Affiliates, and MDCO’s and its Affiliates’ directors, officers, employees and agents (each, a “MDCO Indemnitee”) from and against any and all Losses resulting from any Claims by any Third Party to the extent resulting from (i) the breach of any representation, warranty or covenant by Eagle under this Agreement or Eagle’s or its Affiliates’ or Third Party Manufacturers’ gross negligence or willful misconduct; (ii) any mishandling of the Product by Eagle or a Third Party Manufacturer before delivery of the Product to MDCO; or (iii) any claim that any Exploitation of the Product in the Territory by any MDCO Indemnitees, any MDCO Sublicensee or Distributor, or any of their customers infringes or misappropriates any IP Protection Rights, trademarks or Know-How of any Third Party Manufacturer.

Indemnification by Eagle. Eagle agrees to indemnify and hold the Company and its agents harmless from Damages suffered or paid, directly or indirectly, as a result of any and all claims, demands, suits, causes of action, proceedings, judgments and liabilities, including reasonable counsel fees incurred in litigation or otherwise, assessed, incurred or sustained by or against any of them with respect to or arising out of the failure of any representation or warranty made by Eagle in this Agreement to be true and correct in all material respects as of the date of this Agreement and as of the Closing Date or out of the breach of any covenant made by Eagle hereunder.

Indemnification by Eagle. Eagle shall defend, indemnify, and hold harmless SymBio, its Affiliates, and their respective directors, officers, employees and agents (collectively, “SymBio Indemnitees”), at Eagle’s cost and expense, from and against any and all liabilities, losses, costs, damages, fees or expenses (including reasonable legal expenses and attorneys’ fees incurred by any SymBio Indemnitees) paid to a Third Party (collectively, “Losses”) arising out of any Third Party claim, action, lawsuit, or other proceeding (collectively, “Claims”) brought against any SymBio Indemnitees to the extent such Losses arise from, are based on, or result from (a) any negligent act or omission or willful misconduct of Eagle or its Affiliates, (b) a breach by Eagle or its Affiliates of any representations, warranties or covenants set forth in this Agreement, (c) violation of Law by Eagle or its Affiliates or licensees (other than SymBio or its Affiliates), subcontractors or agents, (d) the Development or Commercialization of Licensed Product by or on behalf of Eagle or its Affiliates, licensees (other than SymBio) or subcontractors in the Eagle Territory, or (e) any Claim that any Development conducted by or on behalf of Eagle in or for the SymBio Territory as agreed in a Development Plan that constitutes actual or alleged Infringement or misappropriation of Third Party intellectual property rights. The foregoing indemnity obligation shall not apply to the extent that any Claim arises from, is based on, or results from any activity or occurrence for which SymBio is obligated to indemnify the Eagle Indemnitees under Section 11.2.

Indemnification by Eagle. Eagle agrees to indemnify and hold harmless each Fund and its nominees from all losses, damages, costs, charges, payments, expenses (including reasonable counsel fees), and liabilities arising out of or attributed to any action or failure or omission to act by Eagle as a result of Eagle’s own willful misfeasance, willful misconduct, gross negligence or reckless disregard of its duties and obligations specifically described in this Agreement.

Indemnification by Eagle. EAGLE shall, jointly and severally, indemnify, defend and hold KEIC (and any of its parent companies, subsidiaries and affiliates, and each of its and their present and former officers, directors, agents, employees, successors and assigns) (each such person or entity, a "KEIC Indemnified Party") harmless from any and all claims, suits, losses, judgments, damages, costs, administrative fines, penalties or expenses, including reasonable attorneys' fees (collectively, "Losses") incurred by one or more KEIC Indemnified Parties because of (i) any negligent act or omission or crime or civil wrong committed by EAGLE or its employees or agents (other than KEIC); or (ii) KEIC's or its agents' or employees' negligent acts or omissions or a crime or a civil wrong, in each case to the extent caused or committed by KEIC or its agents or employees at such EAGLE's direction in connection with Claims Services performed or executed under this Agreement. EAGLE, jointly and severally, shall also indemnify, defend and hold each of the KEIC Indemnified Parties harmless from any and all Losses seeking to hold any such KEIC Indemnified Party responsible or liable under any policies of insurance or contracts of reinsurance written by EAGLE, except to the extent that such Loss relates to the negligence or criminal or civil wrongful act or omissions of KEIC (other than negligent acts or omissions or criminal or civil wrongs committed by KEIC or its agents or employees at EAGLE's direction).