Indemnification by MDCO Clause Samples
Indemnification by MDCO. MDCO shall indemnify and hold harmless Eagle and its Affiliates, and Eagle’s and its Affiliates’ directors, officers, employees and agents (each, an “Eagle Indemnitee”), from and against any and all Losses resulting from any Claims by any Third Party to the extent resulting from (a) the breach of any representation, warranty or covenant by MDCO under this Agreement or MDCO’s gross negligence or willful misconduct; or (b) any mishandling of the Product by MDCO or any act or omission of MDCO that causes the Product not to meet the Product warranties set forth herein after delivery to MDCO.
Indemnification by MDCO. MDCO shall indemnify and hold harmless APP and its Affiliates and their respective officers, directors and employees (collectively, the “APP Parties”) against any and all Losses sustained by any APP Party to the extent arising out of or from: (a) the use of Product stored, distributed, marketed, promoted, sold or used by MDCO in a manner that does not conform with MDCO's obligations under this Agreement, except in each case to the extent any such Loss arises out of the breach, gross negligence or willful misconduct of an APP Party; or (b) MDCO's breach of its representations, warranties, covenants or other obligations under this Agreement; or (c) gross negligence or willful misconduct of any MDCO Party or their respective agents or contractors (other than APP and its Affiliates); or (d) any withdrawal, recall, or seizure of the Product, to the extent such event is primarily caused by MDCO's breach of its obligations in this Agreement,, except in each case to the extent any such Loss arises out of the material breach, negligence or willful misconduct of a APP Party.
Indemnification by MDCO. Subject to the procedures set forth in Section 15.4, MDCO shall indemnify AstraZeneca, its Affiliates and its and their respective directors, officers, employees and agents (the “AstraZeneca Indemnitees”), and defend and save each of them harmless, from and against any and all Losses incurred by any of them in connection with, arising from or occurring as a result of (a) any and all Third Party Claims in connection with, arising from or occurring as a result of (i) the breach by MDCO of any of its obligations under this Agreement, including any violation of Applicable Law by MDCO, (ii) the breach or inaccuracy of any representation or warranty made by MDCO in this Agreement, (iii) any claim or assertion that any Representative or other Person who is employed by MDCO is an employee of AstraZeneca, (iv) any agreement between MDCO and any Third Party, or (v) the negligence or intentional misconduct of any MDCO Indemnitees in connection with the performance of MDCO's obligations under this Agreement, or (b) the enforcement by AstraZeneca of its rights under this Section 15.3, in each case except for those Losses for which AstraZeneca has an obligation to indemnify MDCO pursuant to Section 15.2, as to which Losses each Party shall indemnify the other to the extent of its respective liability for such Losses.