Indemnification by MGI. (a) MGI hereby indemnifies and holds harmless ILEX and its affiliates and their respective officers, directors, employees and agents (an ILEX Indemnified Party") from and against all liabilities, damages, losses, costs and expenses (including reasonable attorney's fees) arising out of" (i) breach of any warranty, covenant or agreement of MGI contained in this Agreement; (ii) claims, suits or proceedings (a "Legal Action") brought by a third party alleging actual 11 negligence, gross negligence or willful misconduct of MGI or its sublicensees resulting in personal injury or death related to the use of any Product developed or marketed by MGI or its sublicensees.
Indemnification by MGI. To the fullest extent permitted by applicable law, MGI covenants and agrees to defend, indemnify and hold harmless each of the Stockholders and GS LP from and against, and pay or reimburse them for, any and all Losses incurred or suffered by any of them with respect to, resulting from or arising out of:
Indemnification by MGI. MGI hereby indemnifies and holds harmless Dainippon, its Affiliates and its permitted sublicensees (a "Dainippon Indemnified Party") from and against all liabilities, damages, losses, costs and expenses (including reasonable attorney's fees) arising out of claims, suits or proceedings brought by a third party wherein it is alleged that personal injury or death has resulted from any failure to the Bulk Drug Substance to meet the specifications therefor, including any such failure caused by the following:
Indemnification by MGI. (a) MGI hereby indemnifies and holds harmless Schein and its Affiliates (a "Schein Indemnified Party") from and against all liabilities, damages, losses, costs and expenses (including reasonable attorney's fees) arising out of: (i) claims, suits or proceedings brought by a third party arising out of the promotion of the Product by MGI hereunder, including, without limitation, the negligence, gross negligence or willful misconduct of MGI in connection with its promotion of the Product hereunder; or (ii) breach by MGI of its warranties, covenants or agreements made herein or any misrepresentation by MGI in or in connection with this Agreement.
Indemnification by MGI. 21 9.4 Defense of Third Party Claims.................................................21 9.5 Limitation....................................................................22
Indemnification by MGI. MGI shall hold harmless, indemnify and pay for the defense of each of the Xxxxx Indemnitees from and against, and shall compensate and reimburse each of the Xxxxx Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Xxxxx Indemnitees or to which any of the Xxxxx Indemnitees may otherwise become subject to the extent such Damages exceed $50,000 and arise from or as a result of: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 5 hereof or in any certificate delivered by MGI in connection with this Agreement; (ii) any breach of any covenant or obligation of MGI hereunder, including those related to the employment or termination of employment of any New MGI Employee by MGI (but subject to Zoran's obligations under Section 6.8(b) hereof); (iii) any Assumed Liability; (iv) any third party claims alleging infringement of proprietary rights where such claims relate to MGI's distribution of products incorporating SoftDVD Proprietary Rights from and after the Closing; (v) the conduct or continuation of the SoftDVD Product Line from and after the Closing; or (vi) any Legal Proceeding relating to any inaccuracy, breach or expense of the type referred to in clauses (i), (ii), (iii), (iv) or (v) above (including any Legal Proceeding commenced by any Xxxxx Indemnitee for the purpose of enforcing any of its rights under this Section 9.3 if such Xxxxx Indemnitee is the prevailing party in any such Legal Proceeding).
Indemnification by MGI. (a) MGI hereby indemnifies and holds harmless ILEX and its Affiliates and their respective officers, directors, employees and agents (an "ILEX Indemnified Party") from and against all liabilities, damage,s losses, costs and expenses (including reasonable attorney's fees) arising out of: (i)
Indemnification by MGI. MGI represents and warrants ----------------------- that it has the right to enter into this Agreement and perform its obligations hereunder. MGI shall indemnify and hold harmless NSS, its successors and assigns and their respective shareholders, officers, directors, employees and agents, from any loss, damage, injury or other casualty suffered by NSS or its employees or agents to the extent caused by a breach by MGI or its employees or agents of its warranties or obligations under this Agreement or as a result of a claim of product liability or other equitable or legal claim arising from the Products. This indemnity is in addition to, and not in lieu of, any other rights or remedies NSS may have under this Agreement or at law in equity.
Indemnification by MGI. MGI shall indemnify, defend and hold harmless MethylGene from and against any and all liabilities, damages, losses, costs or expenses (including attorneys' and professional fees and other expenses of litigation and/or arbitration) ("Liabilities") resulting from a claim, suit or proceeding made or brought by a third party against MethylGene arising from or occurring as a result of (a) any breach of the representations and warranties set forth in Section 8.2; (b) any research, development, testing, importation, use, offer for sale, sale or other distribution of any Licensed Product by MGI or its Affiliates or sublicensees (including without limitation, product liability claims), or (c) failure of MGI or any of its Affiliates or sublicensees to comply with any provision of this Agreement, or with any applicable laws, regulations and/or administrative decisions relating to the Licensed Products, except in each case to the extent caused by the negligence or willful misconduct of MethylGene.
Indemnification by MGI. MGI shall indemnify and hold harmless at all ---------------------- times (whether during the term of this Agreement or thereafter) Manufacturer and its affiliates and their respective directors, officers, employees, agents, advisors, successors and assigns from and against any and all losses, damages, liabilities or expenses (including, without limitation, reasonable attorneys' fees and expenses) caused by or arising out of any material breach of any representation, warranty, covenant or agreement of MGI under this Agreement and any and all actions, suits, proceedings, claims, demands or judgments incident to any of the foregoing.
