Common use of Indemnification by Horizon Clause in Contracts

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. 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 (ia) the breach by Horizon of any representation or warranty contained in this Agreement; (iib) materials or promotional claims (except to the extent that AHP has previously reviewed and approved the specific material or promotional claim under Section 8.2 of the License Agreement), (c) the manufacture (but only upon the commencement of Horizon's manufacturing the Products pursuant to the Product Supply Agreement)manufacture, packaging, promotion, distribution, testing, use, marketing, sale or other disposition of Products by Horizon, its Affiliates, its permitted sublicensees or their respective subcontractors; or (iiid) 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 obligations to indemnify, defend, or hold harmless any AHP Indemnified Party with respect to claims, demands, costs or judgments which result for any Liability that results from willful the international misconduct or negligent acts or omissions negligence of AHP, its Affiliates, its permitted sublicensees or any of their respective employees, officers, directors or agents., consultants or representatives. 17 [***] - CONFIDENTIAL TREATMENT REQUESTED

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 (ia) the breach by Horizon of any representation or warranty contained in this Agreement; (iib) materials or promotional claims (except to the extent that AHP has previously reviewed and approved the specific material or promotional claim under Section 8.2 of the License Agreement), (c) the manufacture (but only upon the commencement of Horizon's manufacturing the Products pursuant to the Product Supply Agreement)manufacture, packaging, promotion, distribution, testing, use, marketing, sale or other disposition of Products by Horizon, its Affiliates, its permitted sublicensees or their respective subcontractors; or (iiid) 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 obligations to indemnify, defend, or hold harmless any AHP Indemnified Party with respect to claims, demands, costs or judgments which result for any Liability that results from willful the international misconduct or negligent acts or omissions negligence of AHP, its Affiliates, its permitted sublicensees or any of their respective employees, officers, directors or agents, consultants or representatives.