Indemnification by NVS Clause Samples
Indemnification by NVS. NVS shall indemnify and hold Pliant, its Affiliates, and their respective officers, directors, employees and agents ("Pliant Indemnitees") harmless from and against Damages arising out of or resulting from any Claims of Third Parties against them to the extent arising or resulting from:
(a) Subject to any Supply Agreement, NVS's, or any of its Affiliates', sublicensees' or contractors' actions in connection with the Research, Development, Manufacture, or Commercialization of Compounds and Product(s) during the Term;
(b) the negligence or willful misconduct of any NVS Indemnitee or contractor in connection with this Agreement; or
(c) the breach of any of the covenants, agreements, warranties or representations made by NVS to Pliant under this Agreement; provided, however, that NVS shall not be obliged to so indemnify and hold harmless the Pliant Indemnitees for any Claims for which Pliant has an obligation to indemnify NVS Indemnitees pursuant to Section 17.1.
Indemnification by NVS. 17.1.1 NVS shall defend, indemnify and hold harmless HGS and each of its respective directors, officers, shareholders, agents and employees (collectively, the “HGS Indemnitees”), from and against any and all liability, loss, damages, costs and expenses, including reasonable attorneys’ fees and expenses (collectively, the “Costs”) resulting from any lawsuit or other legal proceeding brought by a Third Party asserting any legal claim, demand, or judgment (“Claims”) (i) arising out of NVS performance of specific activities, operations or services to the extent specifically allocated to NVS hereunder; or (ii) arising out of the handling, storage, design, manufacture, testing, transportation, advertising, promotion, distribution, sale, use, treatment or disposal of the Collaboration Product by or on behalf of NVS or any Third Party granted rights by NVS, its Affiliates or its Permitted Sublicensees. NVS’ obligation to defend, indemnify and hold harmless shall include Claims, whether for money damages or equitable relief by reason of alleged personal injury (including death) to any person or alleged property damage; provided, however, the indemnity provided hereunder shall not under any circumstances extend to any Cost or Claim asserted against an HGS Indemnitee to the extent such Cost or Claim is attributable to the negligence, willful misconduct or material breach of this Agreement of or by HGS, its Affiliates or sublicensees or any HGS Indemnitee. NVS shall have the exclusive right to control the defense of any action which is to be indemnified in whole by NVS hereunder, including the right to select counsel reasonably acceptable to HGS to defend HGS Indemnitees and to settle such action; provided that, without the written consent of HGS (which shall not be unreasonably withheld or delayed), NVS shall not agree to settle any claim against an HGS Indemnitee to the extent such settlement would adversely affect HGS’ rights or obligations or such settlement consists of obligations other than the payment of money. The provisions of this section shall survive and remain in full force and effect after any termination, expiration or cancellation of this Agreement and NVS’ obligation hereunder shall apply whether or not such Claims are rightfully brought.
17.1.2 NVS shall be responsible for a percentage of all Costs resulting from any Claims (i) arising out of the joint Development (as described in Article 6) or joint Commercialization (as described in Article 6) of a...
Indemnification by NVS. NVS shall indemnify the PVx Shareholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by them resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of NVS or the Acquisition Subsidiary contained in this Agreement or NVS Certificate.