Indemnification by PDL. Except as otherwise provided in this Agreement or any Ancillary Agreement, following the Effective Time, PDL shall indemnify, defend and hold harmless Facet, and its Affiliates and all Persons who are directors, officers, agents or employees of Facet or any of its Affiliates (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns (collectively, the “Facet Indemnitees”), from and against any and all Liabilities and related losses of the Facet Indemnitees relating to, arising out of or resulting from any of the following items:
(a) The failure of PDL, its Affiliates or any other Person to pay, perform or otherwise promptly discharge after the Effective Time any Excluded Liabilities;
(b) The Excluded Liabilities; and
(c) Any breach by PDL of this Agreement or any of the Ancillary Agreements.
Indemnification by PDL. Except as otherwise provided in this Article III, PDL shall indemnify and hold Facet, the Facet U.S. Subsidiaries and PDL France and their successors and assigns (collectively, the “Facet Indemnitees”) harmless from and against (i) the PDL Tax Liability, including any Taxes that are imposed on PDL, any member of the PDL Consolidated Group, Facet or PDL France as a result (in whole or in part) of the Contribution or Distribution, (ii) any Tax Liability for Taxes as a result of Treasury Regulation Section 1.1502-6 or any analogous or similar provision under state or local Law or regulation, of any Person which is or has ever been a member of the PDL Consolidated Group, (iii) all Tax Liabilities that PDL is required to pay under Article II hereof and (iv) any costs and expenses related to any of the foregoing (including reasonable legal, accounting, appraisal, consulting or similar fees and expenses), provided, however, that this Section 3.1 shall not apply to any portion of the Tax Liability of Facet described in Section 3.2. For the avoidance of doubt, PDL shall not be required to indemnify or otherwise compensate Facet for any net operating losses, credits, refunds, deductions, depreciation, amortization, allowance or other tax items accrued by Facet or the Facet Business in the Pre- Distribution Taxable Period whether or not such tax item is used to reduce or offset a Tax Liability of PDL.
Indemnification by PDL. (a) PDL agrees to indemnify, hold harmless and defend Biogen Idec and its Affiliates, directors, officers, employees and agents (the “Biogen Idec Indemnitees”) from and against any and all Third Party suits, claims, actions, demands, liabilities, expenses and/or losses (including attorneys’ fees, court costs, witness fees, damages, judgments, fines and amounts paid in settlement) (“Losses”) [****], but [****].
(b) PDL agrees to indemnify, hold harmless and defend the Biogen Idec Indemnitees from and against any and all Losses [****] (i) [****], or (ii) [****], except [****].
Indemnification by PDL. PDL shall indemnify and hold harmless GMN, its Affiliates, and each of their respective employees, officers, directors and agents (each a “GMN Indemnitee”) from and against any Third Party Losses arising out of (a) the breach by PDL of this Agreement, including, without limitation, any representation, warranty or covenant contained herein; (b) any Claim that a Product or the production of any Product infringes the Intellectual Property Rights of such Third Party; (c) any Claim related to [****]*; (e) [****]*; (f) PDL’s gross negligence or willful misconduct in connection with this Agreement; provided, however, that such indemnification right shall not apply to any Claims or Third Party Losses to the extent directly attributable to the gross negligence or willful misconduct of GMN or GMN’s failure, with respect to Product for which [****]* have been manufactured without failure, to follow the procedures set forth in the Technical Information, or, for the avoidance of doubt, to the extent such Claims or Third Party Losses arises out of circumstances under which GMN would be obliged to indemnify PDL in accordance with Section 12.3.
Indemnification by PDL. Except as otherwise specifically set forth in any provision of this Agreement from and after the Distribution Date, PDL shall indemnify, defend and hold harmless the LENSAR Indemnitees from and against any and all Losses of the LENSAR Indemnitees to the extent arising out of, by reason of or otherwise in connection with (a) the PDL Liabilities or alleged PDL Liabilities, including any breach by PDL of any provision of this Section 5.1, (b) any breach by any PDL Entity of this Agreement, and (c) solely with respect to information regarding any PDL Entity provided by any PDL Entity in writing to LENSAR expressly for inclusion in the Registration Statement or the Information Statement, 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. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.
Indemnification by PDL. PDL shall indemnify, defend and hold harmless HGS, its Affiliates, directors, officers, employees, agents, and contractors (“HGS Indemnitees”) from any costs, fees, damage, loss, liability, expense or judgment (including attorneys’ fees and expenses of litigation if assessed against the indemnified Party by a court of competent jurisdiction) (collectively “Losses”) incurred by or imposed upon the HGS Indemnitees in connection with any third party claims, suits, actions or demands (collectively, “Claims”) arising out of PDL’s (a) exercise of the rights granted to PDL under the Licensed Intellectual Property pursuant to this Agreement or (b) testing, labeling, manufacture, use, offer for sale or sale of Royalty Products or Developed Drug Products; (c) the material violation of any applicable federal, state or local law or regulation by PDL, its Affiliates, directors, officers, employees, agents and contractors; or (d) a breach by PDL of its representations and warranties hereunder, except to the extent that such Losses are due to the negligence or willful misconduct of any HGS Indemnitee, or by the violation of any applicable federal, state or local law or regulation by any HGS Indemnitee.
Indemnification by PDL. (a) PDL agrees to indemnify and hold GBI harmless against, and promptly on demand reimburse and make GBI whole for and in respect of, all Liabilities incurred by GBI arising out of or resulting from (i) any breach or nonfulfillment of any provision of this Agreement by PDL; (ii) any acts or omissions of PDL or its agents or employees; (iii) any claim of a customer of PDL or any direct or indirect purchasers therefrom against GBI alleging breach or nonfulfillment of a Warranty or a remedy therefor not expressly given by GBI in writing; (iv) any claim, suit, or arbitration filed by PDL against GBI in contravention of or inconsistent with GBI’s rights under this Agreement; or (v) GBI's enforcement of its rights under this Agreement.
(b) If any lawsuit or enforcement action is filed or initiated against GBI under circumstances entitling GBI to the benefit of indemnity under Subsection 7.06(a)(i), (ii), or (iii), PDL shall provide GBI with a vigorous and competent legal defense thereto, unless GBI elects to take control of the investigation and defense of such suit or enforcement action, in which case GBI may engage attorneys of its own choice to handle and defend the same, at GBI's cost, risk, and expense.
Indemnification by PDL. PDL shall at all times, during the term of this Agreement and thereafter, indemnify and hold harmless Alexion and its Affiliates and all Sublicensees, and Alexion’s and its Affiliates’ and all Sublicensees’ respective directors, officers, agents and employees, from any claim, proceeding, loss, expense and liability of any kind whatsoever (including, without limitation, those resulting from death, personal injury, illness or property damage, and including, without limitation, legal expenses and reasonable attorneys’ fees) arising out of or resulting from any Third Party claim arising out of or resulting from: (a) any breach by PDL of Section 5.1 and/or (b) any Person with standing (including, without limitation, any Person who has or acquires any ownership or other exclusive right or interest in, to or under any of the PDL Queen Patent Family or any of the Other PDL Patents through assignment, conveyance, grant, exclusive license or otherwise) bringing any claim in contravention of any of the provisions set forth in Section 2.6 or Section 2.7 of this Agreement against Alexion or any of its Affiliates or any Sublicensee (or any of their respective successors or assigns).
Indemnification by PDL. PDL hereby agrees to indemnify, defend and hold SG [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. and its Indemnitees harmless from and against all Losses resulting from PDL’s breach of any of its representations or warranties set forth in Section 7.1 or breach of its other obligations under this Agreement.
Indemnification by PDL. PDL shall indemnify, defend and hold harmless HGS, its Affiliates, directors, officers, employees, agents and contractors (“HGS Indemnitees”) from any Losses incurred by or imposed upon the HGS Indemnitees in connection with any Claims arising out of (a) the negligence or wilful misconduct of any PDL Indemnitee, (b) the material violation of any applicable federal, state or local law or regulation by any PDL Indemnitee, or (c) a breach by PDL of its representations and warranties hereunder.
