Indemnification by Horizon. Horizon agrees to indemnify and hold harmless each Selling Holder of Registrable Securities, its officers, directors, shareholders, partners, trustees, beneficiaries and agents, and each person or entity, if any, who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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 such losses, claims, damages, liabilities, or expenses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to Horizon by such Selling Holder or on such Selling Holder's behalf expressly for use therein; provided, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, the indemnity agreement contained in this subsection shall not apply to the extent that any such loss, claim, damage, liability, or expense results from the fact that a current copy of the prospectus was not sent or given to the person asserting any such loss, claim, damage, liability, or expense at or prior to the written confirmation of the sale of the Registrable Securities to such person if it is determined that it was the responsibility of such Selling Holder to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage, liability or expense. Horizon also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in this section 8(a).
Indemnification by Horizon. Subject to the provisions hereof, Horizon will, and will cause each other Horizon Entity (and each of their respective successors and assigns) to, jointly and severally indemnify, defend and hold harmless TriMas, each member of the TriMas Group, each of their respective past and present officers, directors and employees, each of their respective successors and assigns (collectively, the “TriMas Indemnified Parties”) from and against any and all Damages incurred or suffered by the TriMas Indemnified Parties arising out of or in connection with the following, whether such Damages arise or accrue prior to, on or following the Distribution Date:
(a) the Horizon Liabilities;
(b) any breach by any Horizon Entity of this Agreement or the Employee Matters Agreement (for the avoidance of doubt, any breach by a Party of the Tax Sharing Agreement and the Transition Series Agreement, will be subject to the provisions contained respectively therein); and
Indemnification by Horizon. Horizon shall indemnify, defend and hold harmless AHP and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, an "AHP Indemnified Party") from and against any Liability which the AHP Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Horizon of any representation or warranty contained in this Agreement; (ii) the manufacture (but only upon the commencement of Horizon's manufacturing the Products pursuant to the Product Supply Agreement), promotion, distribution, testing, use, marketing, sale or other disposition of Products by Horizon, its Affiliates, its permitted sublicensees or their respective subcontractors; or (iii) the use of the Trademark by Horizon, its Affiliates, its permitted sublicensees or their respective subcontractors. Notwithstanding the foregoing, Horizon shall have no obligation under this Agreement to indemnify, defend, or hold harmless any AHP Indemnified Party with respect to claims, demands, costs or judgments which result from willful misconduct or negligent acts or omissions of AHP, its Affiliates, its permitted sublicensees or any of their respective employees, officers, directors or agents.
Indemnification by Horizon. From and after the Distribution Date, Horizon and each other member of the Horizon Group shall jointly and severally indemnify, defend and hold harmless TriMas and each other member of the TriMas Group and each of their respective Representatives from and against (i) all Horizon Tax Liabilities, Income Tax Liabilities and Other Tax Liabilities that Horizon or any other member of the Horizon Group is responsible for under Section 3, and (ii) Spin-Off-Related Losses incurred by any member of the TriMas Group or Horizon Group for which Horizon is responsible under Section 5.
Indemnification by Horizon. Subject to this Article 12, Horizon shall indemnify, defend and hold harmless AstraZeneca and its Affiliates, and its and their respective officers, directors, employees and agents (collectively, “AstraZeneca Indemnitees”) from and against any and all Losses incurred by them in connection with any and all Third Party Claims arising from or occurring as a result of: (a) the Exploitation or Manufacture of any Supplied Product by Horizon, its Affiliates or any of their respective Sublicensees, (b) the gross negligence or willful misconduct of any Horizon Indemnitee, or (c) the breach by Horizon of any warranty, representation, covenant or agreement made by Horizon in this Agreement; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any AstraZeneca Indemnitee or the breach by AstraZeneca of any warranty, representation, covenant or agreement made by AstraZeneca in this Agreement, as to which Losses each Party shall indemnify the other Party and the AstraZeneca Indemnitees or the Horizon Indemnitees, as applicable, to the extent of its liability for such Losses.
Indemnification by Horizon. Horizon shall indemnify, defend and hold harmless Warnxx-Xxxxxxx xxxinst any Losses incurred by Warnxx-Xxxxxxx, xxs Affiliates or any of their respective officers, directors, agents or employees (collectively, the "Warner Group") relating to or resulting from (a) any inaccuracy of a representation or breach of a warranty made by Horizon in this Agreement; (b) any liabilities, obligations, commitments of, or claims against any member of the Warner Group based on the manufacture, use or sale of the Product in the Territory or use of the Trademarks or the Registrations in the Territory, on and after the Closing Date; and (c) the Assumed Liabilities; provided, however, that Horizon will have no obligations under this Section for Losses to the extent that they are caused by (a) any inaccuracy of a representation or breach of a warranty made by Warnxx-Xxxxxxx xx this Agreement or (b) the gross negligence or willful misconduct of any member of the Warner Group. Furthermore, the
Indemnification by Horizon. Horizon will indemnify, defend and hold harmless each of the TriMas Indemnified Parties for any Liabilities attributable to any Third-Party Claims asserted against them to the extent arising from or relating to: (i) any material breach of this Agreement by Horizon; (ii) any willful misconduct or bad faith by Horizon, the other Horizon Entities, or its or their employees, suppliers or contractors, in the provision of the Horizon Services by Horizon, the other Horizon Entities or its or their employees, suppliers or contractors pursuant to this Agreement; and (iii) the provision of the TriMas Services by TriMas, the other TriMas Entities or its or their employees, suppliers or contractors, except to the extent that such Third-Party Claims for Liabilities are Finally Determined to have arisen out of the material breach of this Agreement, willful misconduct or bad faith of TriMas, the other TriMas Entities or its or their employees, suppliers or contractors in providing the TriMas Services.
Indemnification by Horizon. Horizon will indemnify and hold Warnxx-Xxxxxxx xxx its respective Affiliates, agents, directors, officers, employees and representatives harmless from and against any and all Losses which they may at any time incur by reason of any Action brought by any Governmental Authority or other third party arising out of or resulting from (a) any misrepresentation, breach of warranty or non-fulfillment of or failure to perform any agreement or covenant made by Horizon in this Agreement, (b) any negligent act or omission of Horizon or any of its Affiliates and (c) provision of the Services or Incremental Services, provided that in providing the Services or Incremental Services Warnxx-Xxxxxxx xxxloys at least the same level of care as it currently employs in providing similar services for its own businesses.
Indemnification by Horizon. Following the Closing, but subject to the provisions of this Article 7, Horizon shall indemnify and hold harmless AstraZeneca and its Affiliates, and their respective officers, directors, and employees (collectively, “AstraZeneca Indemnitees”) from and against any and all Losses incurred by any AstraZeneca Indemnitee arising out of or related to:
(a) any breach by Horizon of any of the representations or warranties made by Horizon in this Agreement as of the Execution Date and as of the Closing as if the representations and warranties are given as of the Closing Date;
(b) any failure of Horizon to perform or any breach by Horizon of any of its covenants, agreements or obligations contained in this Agreement;
(c) any Assumed Liability;
(d) any failure of Horizon to pay Withholding Taxes under Section 5.9.1; or
(e) any failure of Horizon to pay Transfer Taxes or Apportioned Obligations allocated to Horizon under Section 5.9.2.
Indemnification by Horizon. Horizon shall indemnify and hold harmless the Hood Indemnitees from and against any Damages that they, or any of them, may suffer or incur as a result of, or arising out of any material breach of any representation, warranty or covenant made by Horizon in this Agreement or any of the Transactional Agreements.
