Indemnification by ICOS Sample Clauses
The "Indemnification by ICOS" clause requires ICOS to compensate or protect another party from losses, damages, or liabilities arising from specific actions or omissions related to the agreement. Typically, this means that if a third party brings a claim against the other party due to ICOS's conduct—such as breach of contract, negligence, or infringement of intellectual property—ICOS will cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm caused by ICOS's actions.
Indemnification by ICOS. ICOS agrees to indemnify, defend and hold the Company and Lilly harmless from and against any losses which arise from any claim, lawsuit or other action by a third party arising out of the breach by ICOS of its warranties or obligations under this Agreement, or the negligence or willful misconduct of ICOS, its employees or its agents, except to the extent such losses result from (i) the breach by the Company and/or Lilly of their respective warranties or obligations hereunder or (ii) the negligence or willful misconduct of the Company and/or Lilly, their respective employees or their respective agents.
Indemnification by ICOS. ICOS shall defend, indemnify and hold harmless SOLVAY and its officers, directors, agents and employees (collectively, the “SOLVAY Indemnitees”), from and against any and all Third Party Losses arising out of or resulting from:
(i) any negligent or more culpable act or omission of ICOS, its directors, officers, employees, agents or contractors, or
(ii) any breach of this Agreement by ICOS. Notwithstanding the foregoing, however, ICOS shall not be required to indemnify the SOLVAY Indemnitees under this Section 9.2 to the extent that any Third Party Losses arise out of or result from: (1) the negligent or more culpable act or omission of any SOLVAY Indemnitee; and/or (2) any breach by SOLVAY of this Agreement.
Indemnification by ICOS. Subject to Section 9.5, ICOS agrees to indemnify, defend and hold the Partnership and TBC harmless from and against any losses which arise from any claim, lawsuit or other action by a third party arising out of the breach by ICOS of its warranties or obligations under this Agreement, or the negligence or willful misconduct of ICOS, its employees or its agents, except to the extent such losses result from (i) the breach by the Partnership and/or TBC of their respective warranties or obligations hereunder or (ii) the negligence or willful misconduct of the Partnership and/or TBC, their respective employees or their respective agents.
Indemnification by ICOS. Subject to Section 9.5, ICOS agrees to indemnify, defend and hold the Partnership and TBC harmless from and against any losses which arise from any claim, lawsuit or other action by a third party arising out of the breach by ICOS of its warranties or obligations under this Agreement, or the negligence or willful misconduct of ICOS, its employees or its agents, except to the extent such losses result from (i) the breach by the Partnership and/or TBC of their [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. respective warranties or obligations hereunder or (ii) the negligence or willful misconduct of the Partnership and/or TBC, their respective employees or their respective agents.