Indemnification by MTI Clause Samples
Indemnification by MTI. MTI shall indemnify and hold harmless Licensee, its Affiliates and each of their respective directors, officers, employees, and agents (collectively, the “Licensee Indemnitees”), from and against all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Liabilities”), resulting from any claims, demands, actions or other proceedings by any Third Party (“Claims”) to the extent resulting from (a) the breach of any representation, warranty or covenant by MTI under this Agreement or (b) the negligence or willful misconduct of MTI or its agents, Affiliates and contractors or (c) the manufacture, Development, or Commercialization or other disposition of the Products by MTI or its Affiliates or Other Licensees (except those carried out by Licensee or its Affiliates or sublicensees). The foregoing indemnity obligation shall not apply to the extent that (i) the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and MTI’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity set forth in Section 11.2(a), 11.2(b) or 11.2(c) for which Licensee is obligated to indemnify the MTI Indemnitees under Section 11.2.
Indemnification by MTI. To the extent permitted by law, MTI will indemnify, defend and hold Takeda, its Affiliates, and their respective employees and agents harmless against any and all Claims based on or arising out of MTI’s (a) activities under the Project or (b) breach of this Agreement, except to the extent that any Claims are determined by a court of last resort to be attributable to the negligence or willful misconduct of Takeda, its Affiliates, or their respective employees or agents. This indemnification is contingent on (i) Takeda providing MTI prompt written notice of the Claim, (ii) MTI, at its sole expense, controlling the defense of the Claim, including, without limitation, settlement of the Claim, and (iii) Takeda performing, at MTI’s sole expense, all acts that are reasonably necessary for the defense or settlement by MTI of the Claim.
Indemnification by MTI. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, MTI shall, and shall cause the other members of the MTI Group to, indemnify, defend and hold harmless Automotive, each member of the Automotive Group and each of their respective past, present and future directors, officers, employees or 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 “Automotive Indemnitees”), from and against any and all Liabilities of the Automotive Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):
(a) any MTI Liability;
(b) any failure of MTI, any other member of the MTI Group or any other Person to pay, perform or otherwise promptly discharge any MTI Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;
(c) any breach by MTI or any other member of the MTI Group of this Agreement or any of the Ancillary Agreements;
(d) except to the extent it relates to a Automotive Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the MTI Group by any member of the Automotive Group that survives following the Distribution;
(e) the ownership or operation of the MTI Business from and after the Effective Time; and
(f) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in MTI’s name in the Information Statement (as amended or supplemented if Automotive shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth in Section 3.03(f) of the Agreement Schedule shall be the only statements made explicitly in MTI’s name in the Information Statement or any other Disclosure Document, and all other information contained in the Information Statement or any other Disclosure Document shall be deemed to be information supplied by Automotive.