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.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Facet Biotech Corp), Separation and Distribution Agreement (Facet Biotech Corp), Separation and Distribution Agreement (PDL Biopharma, Inc.)
