Indemnification by Oscient Sample Clauses
Indemnification by Oscient. To the extent set forth in this Section 8.2, Oscient agrees to indemnify and hold harmless Reliant and Reliant’s Affiliates and their respective Affiliates, subsidiaries, officers, directors, employees and agents (collectively, the “Reliant Indemnified Parties”) at all times from and against and in respect of Losses which any Reliant Indemnified Party suffers or incurs, either directly or in connection with a third party claim, to the extent arising out of or resulting from (a) any breach of any of the representations or warranties of Oscient or Parent set forth in this Agreement or any of the Other Agreements, (b) any breach of any of the covenants or agreements of Oscient or Parent set forth in this Agreement or any of the Other Agreements, (c) any Assumed Liability, or (d) Oscient’s or any of Oscient’s Affiliates ownership or operation of the Acquired Assets, the Product, the Registrations and/or the Product Line Operations after the Closing Date; provided, however, that Oscient shall not be required to indemnify any Reliant Indemnified Party to the extent any Losses arising out of or result from the (i) negligence, recklessness or willful misconduct of any Reliant Indemnified Party, (ii) any breach of this Agreement or any of the Other Agreements by Reliant, or (iii) any material breach by Oscient or Parent under this Agreement of which Reliant had knowledge prior to the Closing.
Indemnification by Oscient. Oscient hereby agrees to indemnify, hold harmless and defend Vicuron against any and all expenses, costs of defense (including without limitation attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts Vicuron becomes legally obligated to pay because of any Third Party claim or claims against it to the extent that such claim or claims arise out of (i) Oscient’s or its Affiliates’ negligence, recklessness or willful misconduct; (ii) Oscient’s or its Affiliates’ breach or * Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. alleged breach of any representation or warranty by Oscient or of any other provision of this Agreement; or (iii) the possession, final manufacture, use, sale or administration of Products by Oscient or its Affiliates or licensees; except to the extent such claim or claims arise from the negligence, recklessness or willful misconduct of Vicuron, its Affiliates, or its predecessors or any breach of any representation or warranty of Vicuron made pursuant to Section 11; provided that Vicuron provides Oscient with prompt notice of any such claim and the exclusive ability to defend (with the reasonable cooperation of Vicuron) or settle any such claim, and provided further that such indemnities shall not apply to losses resulting from Vicuron matters covered under Section 12.1 above. Any liability of Oscient shall in no event extend to consequential damages.