INDEMNIFICATION BY MBI Sample Clauses

INDEMNIFICATION BY MBI. MBI shall indemnify and hold harmless Mallinckrodt against any and all Losses based on or resulting from (i) any breach of the representations and warranties of MBI contained herein; (ii) any breach of any warranty by MBI (express or implied) relating to ALBUNEX; (iii) any or all claims arising from the use of ALBUNEX provided by MBI to Mallinckrodt pursuant to ARTICLE 2, including, but not limited to, any claim for death or personal injury or damage or loss of property which shall have been caused or alleged to have been caused by any negligence on the part of MBI or its agents, any defect in design, materials or workmanship used in ALBUNEX or any claim under a theory of strict liability; (iv) any inaccuracies contained in the Product Literature based on information provided by MBI or any other information supplied by MBI with ALBUNEX; (v) any governmental recall of ALBUNEX due to or arising out of an act or omission of MBI, or, (vi) in the event that ALBUNEX (other than ALBUNEX manufactured by a party other than MBI or an Affiliate of MBI) is found not to comply with any governmental regulations, for any costs or expenses incurred by Mallinckrodt to bring ALBUNEX into compliance with such regulations after consultation with MBI, including, but not limited, any costs and expenses of securing any required governmental permits.
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INDEMNIFICATION BY MBI. MBI agrees to indemnify and hold Chugai and its officers, directors, employees and agents harmless from and against all claims, damages, losses, costs and expenses, including reasonable attorneys' fees (individually, a "Loss" and collectively, "Losses"), that Chugai may incur to the extent that such Losses arise out of or result from (i) any Licensed Product manufactured by MBI and supplied to Chugai pursuant to Section 7.1(b) to the extent that such Licensed Product causes or results in the injury, illness or death of any person, but only to the extent that such Losses arise out of or result from (a) a defect in the MBI Technology incorporated into the Licensed Product or (b) the negligence, recklessness or willful misconduct of MBI or its officers, employees or agents in connection with the manufacture of such Licensed Product, (ii) violation by MBI of the provisions of this Agreement, (iii) violation by MBI of any Applicable Laws, or (iv) breach of any representation made or warranty given by MBI in this Agreement, or (v) the manufacture, sale or use of any Licensed Product that is not supplied by Chugai and which is sold by MBI, its Affiliates, Licensees or distributors outside the Territory, but only to the extent that the Losses arise out of claims asserted against Chugai outside the Territory. In addition, in the event that Chugai informs MBI that it believes any of the Licensees has damaged the value of any trademarks for the Licensed Products used by Chugai, MBI will work with Chugai in good faith in an effort to communicate Chugai's concerns to the Licensee.
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INDEMNIFICATION BY MBI. MBI agrees to defend Lilly at MBI's cost and expense, and will indemnify and hold Lilly and its directors, officers, employees and agents (the "Lilly Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of (a) any claim relating to personal injury from the development, manufacture, use, sale or other disposition of any MBI Small Molecule Drug, (b) any claim relating to personal injury from the development, manufacture, use, sale or other disposition of any MBI Therapeutic Product, provided that such claim does not arise out of a failure by Lilly to manufacture such MBI Therapeutic Product, pursuant to the rights granted in Section 3.5, in conformity with specifications agreed upon by the Parties or (c) any claim relating to personal injury from the development, manufacture, use, sale or other disposition of any ************ sold by MBI, its Affiliates or its sublicensees, provided that such claim does not arise out of any action taken by Lilly or its development partner in the development and/or promotion of such ************ pursuant to Section 3.6. In the event of any such claim against the Lilly Indemnified Parties by any party, Lilly shall promptly notify MBI in writing of the claim and MBI shall manage and control, at its sole expense, the defense of the claim and its settlement. The Lilly Indemnified Parties shall cooperate with MBI and may, at their option and expense, be represented in any such action or proceeding. MBI shall not be liable for any litigation costs or expenses incurred by the Lilly Indemnified Parties without MBI's prior written authorization. In addition, MBI shall not be responsible for the indemnification of any Lilly Indemnified Party arising from any negligent or intentional acts by such party.
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INDEMNIFICATION BY MBI. MBI agrees to defend MPI at MBI's cost and expense, and will indemnify and hold MPI and its directors, officers, employees and agents (the "MPI Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any claim relating to personal injury from the exploitation by MBI or its licensees of the Patent Rights transferred and assigned pursuant to Section 2 and the licenses granted pursuant to Section 3, including the development, manufacture, use sale or other disposition of products or services resulting therefrom. In the event of any such claim against the MPI Indemnified
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INDEMNIFICATION BY MBI. MBI agrees to defend MPI, at MBI's cost and expense, and will indemnify and hold MPI and its directors, officers, employees and agents (the "MPI Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any claim relating to personal injury from the exploitation by MBI or its licensees of the MPI Retained Rights or other rights transferred by MPI to MBI pursuant to Section 2, including the development, manufacture, use, sale or other disposition of products or services resulting therefrom. In the event of any such claim against the MPI Indemnified Parties by any party, MPI shall promptly notify MBI in writing of the claim and MBI shall manage and control, at its sole expense, the defense of the claim and its settlement. The MPI Indemnified Parties shall cooperate with MBI and may, at their option and expense, be represented in any such action or proceeding. MBI shall not be liable for any litigation costs or expenses incurred by the MPI Indemnified Parties without MBI's prior written authorization. In addition, MBI shall not be responsible for the indemnification of any MPI Indemnified Party arising from any negligent or intentional acts by such party.
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Related to INDEMNIFICATION BY MBI

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by Owner The Owner shall indemnify and hold harmless the Servicer and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any permitted assigns from, and shall reimburse them for, all Damages incurred by or asserted against any of such individuals or entities on or after the Effective Date which arise out of, are in connection with or result from:

  • Indemnification By You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification by Xxxxxx Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by Holder in connection with any claim relating to this Section 5 and the amount of any damages Holder has otherwise been required to pay by reason of such untrue statement or omission) received by Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by Fund Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Parent Parent shall indemnify and hold harmless the Company and the Stockholders (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

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