Common use of Indemnification by Jazz Pharmaceuticals Clause in Contracts

Indemnification by Jazz Pharmaceuticals. Jazz Pharmaceuticals will indemnify and hold harmless GSK and its Affiliates and each of their directors, officers, employees, advisors and agents (collectively, the “GSK Indemnitees”) from and against any and all Claims incurred by or rendered against any GSK Indemnitee which arise out of or in connection with: (a) the development, manufacture, licensing, marketing, promotion, importation, exportation, sale or other use of the Purchased Assets from and after the Time of Closing by or on behalf of any Jazz Pharmaceuticals Indemnitees of any Product or service or any product or material embodying or made through the use of any part of the Purchased Assets; provided however, it is agreed by the Parties that such indemnification will not apply to the extent that any product or service arises from the exercise of the [ * ] by GSK, its Affiliates, agents [ * ]; (b) any breach or inaccuracy of any representation, warranty or covenant made by Jazz Pharmaceuticals pursuant to this Agreement; or (c) the negligence or willful misconduct of any Jazz Pharmaceuticals Indemnitees; provided, however, that in each case Jazz Pharmaceuticals will not be obligated to indemnify any GSK Indemnitees with respect to, and to the extent of, any Claims for which GSK is obligated to indemnify Jazz Pharmaceuticals Indemnitees pursuant to Section 8.1.

Indemnification by Jazz Pharmaceuticals. Jazz Pharmaceuticals will hereby agrees to indemnify and hold harmless GSK Solvay and its Affiliates and each of their directors, officers, employees, advisors directors and agents employees (collectively, the “GSK IndemniteesSolvay Indemnified Parties”) against, and agrees to hold them harmless from, any Claims and Losses to the extent such Losses arise from and against any and all Claims incurred by or rendered against any GSK Indemnitee which arise out of or in connection withwith the following: (ai) the development, manufacture, licensing, marketing, promotion, importation, exportation, sale or other use of the Purchased Assets from and after the Time of Closing any breach by or on behalf Jazz Pharmaceuticals of any Jazz Pharmaceuticals Indemnitees of any Product representation or service or any product or material embodying or warranty made through the use of any part of the Purchased Assets; provided however, by it is agreed by the Parties that such indemnification will not apply to the extent that any product or service arises from the exercise of the [ * ] by GSK, its Affiliates, agents [ * ]contained in this Agreement; (bii) any breach or inaccuracy of any representation, warranty or covenant made by Jazz Pharmaceuticals pursuant to of any of its covenants contained in this Agreement; (iii) the manufacture, sale, marketing or distribution of the Products in the Territory by Jazz Pharmaceuticals or its Affiliates or sublicensees after the Closing Date, and the operation of the business of Jazz Pharmaceuticals or its Affiliates or sublicensees related to the Products at any time after the Closing Date; or (civ) the negligence or willful misconduct of any of the Jazz Pharmaceuticals IndemniteesIndemnified Parties; provided, however, that in each case Jazz Pharmaceuticals will not be obligated to indemnify any GSK Indemnitees Solvay Indemnified Parties with respect to, and to the extent of, any Claims Losses for which GSK Solvay is obligated to indemnify Jazz Pharmaceuticals Indemnitees pursuant to Section 8.110.2. Solvay acknowledges and agrees that the indemnification provided in this Section 10.3 will [ * ].