Indemnification by Horizon Sample Clauses

Indemnification by Horizon. Horizon shall, notwithstanding termination of this Agreement indemnify and hold harmless, with respect to any registration statement filed by it, to the fullest extent permitted by law, each Holder of Registrable Securities covered by such registration statement, its officers, directors, employees, agents, affiliates and general or limited partners (and the directors, officers, employees, affiliates and agents thereof) and each other person, if any, who controls such Holder within the meaning of the Securities Act (collectively, the "HOLDER INDEMNIFIED PARTIES") against any and all losses, claims, damages, liabilities and expenses joint or several (including without limitation reasonable fees of counsel and any amounts paid in settlement effected with Horizon's consent, which consent shall not be unreasonably delayed or withheld) (collectively, "LOSSES") to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act, any other federal law, any state or common law, any rule or regulation promulgated thereunder or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are resulting from or arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement in which such Registrable Securities were included as contemplated hereby or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if Horizon shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any violation by Horizon of the Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder in connection with any such registration; and in each such case, Horizon shall reimburse each such Holder Indemnified Party for any reasonable legal or any other Losses incurred by any of them in connectio...

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 Warn▇▇-▇▇▇▇▇▇▇ ▇▇▇inst any Losses incurred by Warn▇▇-▇▇▇▇▇▇▇, ▇▇s 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 Warn▇▇-▇▇▇▇▇▇▇ ▇▇ 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. 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 will indemnify and hold Warn▇▇-▇▇▇▇▇▇▇ ▇▇▇ 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 Warn▇▇-▇▇▇▇▇▇▇ ▇▇▇loys at least the same level of care as it currently employs in providing similar services for its own businesses.

Indemnification by Horizon. Horizon shall save, defend, indemnify and hold harmless Pasha, Hawaii LLC, their successors and assigns, and each of their respective Affiliates and Representatives, successors and assigns, from and against any and all Losses asserted against, incurred, sustained or suffered by any of the foregoing, as a result of, arising out of or relating to: (a) the Excluded Assets; (b) the Excluded Liabilities; (c) any stockholder litigation, arbitration, suit, proceeding, action or dispute against Horizon or any of its Affiliates that arises out of or relates to this Agreement and the transactions contemplated hereby or the Merger Agreement and the transactions contemplated thereby (the “Indemnified Litigation”), subject to Section 8.3(f); or (d) any breach of any covenant or agreement by Horizon or any of its Affiliates contained in this Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby (including as a result of the action or failure to act of Horizon or any of its Affiliates) after the Closing.