INDEMNIFICATION BY PHARMACYCLICS Sample Clauses

INDEMNIFICATION BY PHARMACYCLICS. Except for Costs covered by Section 10.1, Pharmacyclics shall indemnify, defend and hold harmless Alcon, its Affiliates and sublicensees and all officers, directors, employees and agents thereof (collectively, "Alcon Indemnitees") from all Costs, whether the foregoing are based in contract, tort, negligence or product liability, incurred by or assessed against any Alcon Indemnitees that arise out of or incident to injury or death of persons or damage to or destruction of any property caused or alleged to be caused by the negligence, recklessness or willful misconduct of Pharmacyclics or its officers or employees. In
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INDEMNIFICATION BY PHARMACYCLICS. Pharmacyclics hereby agrees to Indemnify Celera and its Affiliates, agents, directors, officers and employees (the “Celera Indemnitees”) from and against any and all Losses arising from Third Party claims resulting directly or indirectly from (a) any of Pharmacyclics’ representations and warranties set forth in this Agreement being untrue in any material respect when made or any material breach or material default by Pharmacyclics of its material covenants or material obligations under this Agreement; or (b) the making, having made, using, selling, having sold, offering for sale, or import and/or otherwise distributing of Assigned Products by, on behalf of, or under the authority of Pharmacyclics, its Affiliates or any of its Licensees after the Effective Date. Without limiting the foregoing, Pharmacyclics agrees to Indemnify the Celera Indemnitees from any Losses arising from, relating to, or based upon any claim by a Third Party after the Effective Date that an Assigned Product made, used, sold or distributed by, on behalf of, or under the authority of Pharmacyclics, its Affiliates or any of its Licensees after the Effective Date was or is unsafe, unfit or otherwise deficient in quality or condition, or an Assigned Product made, used, sold or distributed by, on behalf of, or under the authority of Pharmacyclics, its Affiliates or any of its Licensees after the Effective Date caused any death or personal injury of any kind, including but not limited to any death or personal injury occurring during the conduct of any clinical trial by, on behalf of, or under the authority of Pharmacyclics, its Affiliates or any of its Licensees. To be eligible to be Indemnified as described above in this Section 9.2, the Celera Indemnitees will provide Pharmacyclics with prompt notice of any claim giving rise to the indemnification obligation pursuant to this Section 9.2 and the exclusive ability to defend (with the reasonable cooperation of Celera Indemnitees and subject to Celera’s right to participate in and have counsel selected by it participate, at Celera’s expense, in any action for which Celera seeks to be Indemnified by Pharmacyclics). Celera will not settle any claim for the Loss associated with which any Celera Indemnitee seeks to be Indemnified by Pharmacyclics, without Pharmacyclics’ prior written consent, provided that Pharmacyclics will be relieved of its obligations only if the failure by the Celera Indemnitee to deliver prompt notice is prejudicial to its ...
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INDEMNIFICATION BY PHARMACYCLICS. Pharmacyclics agrees to indemnify and hold E-Z-EM harmless from and against all claims, damages, losses, costs and expenses, including reasonable attorney's fees, which E-Z-EM may incur by reason of (i) any Licensed Product furnished by Pharmacyclics which result in injury, illness or death of any person, to the extent that such claims arise out of or result from the negligence, recklessness or wilful misconduct of Pharmacyclics or its officers, employees or agents, (ii) violation by Pharmacyclics of the provisions of this Agreement, (iii) violation by Pharmacyclics of any Applicable Laws, or (iv) any representation made or warranty given by Pharmacyclics. In addition, Pharmacyclics agrees to and hereby does indemnify and hold E-Z-EM harmless from and against all claims, damages, losses, costs and expenses, including reasonable attorney's fees, for which Pharmacyclics is indemnified and held harmless pursuant to the Supply Agreement or any third party supply agreement.
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INDEMNIFICATION BY PHARMACYCLICS. Pharmacyclics hereby agrees to save, defend and hold Servier, its Affiliates and their officers, directors, employees and agents harmless from and against any and all Losses to the extent resulting directly from or arising directly out of (a) the development, Manufacture, registration, promotion, use, sale or other disposition of any Collaboration Compound, Licensed Product or Combination Product by Pharmacyclics and/or its Affiliates, licensees and Sublicenses (other than Service) outside the Territory ; (b) the negligence or intentional misconduct of Pharmacyclics, or its Affiliates, and its or their directors, officers, agents, employees or consultants; or (c) the material breach by Pharmacyclics of any representation, warranty, covenant or other provision of this Agreement.
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INDEMNIFICATION BY PHARMACYCLICS. PHARMACYCLICS shall indemnify, defend and hold harmless NYCOMED, its Affiliates and sublicensees and all officers, directors, employees and agents thereof (collectively, "NYCOMED Indemnitees") from all Costs whether the foregoing are based in contract, tort, negligence or product liability, incurred by or assessed against any NYCOMED Indemnitees that arise out of or incident to injury or death of persons or damage to or destruction of property caused or alleged to be caused by the negligence, recklessness or willful misconduct of PHARMACYCLICS or its officers or employees. In the event of any such claim against or Costs incurred by any of the NYCOMED Indemnitees, NYCOMED shall promptly notify PHARMACYCLICS of such claim or Costs. PHARMACYCLICS shall manage and control, at its sole expense, the defense and/or settlement of any such claim against a NYCOMED Indemnitee. The NYCOMED Indemnitees shall cooperate with PHARMACYCLICS and may, at their option and expense, be represented in (but not control) any such action or proceeding. PHARMACYCLICS shall not be liable for any settlement entered into or cost or expense incurred by the NYCOMED Indemnitees in relation to any such action or proceeding without PHARMACYCLICS' written authorization (unless PHARMACYCLICS shall have failed to assume management and control of the defense and settlement of the matter as provided above in this Section 10.2).
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INDEMNIFICATION BY PHARMACYCLICS. Subject to HCC's compliance with Section 14.4, Pharmacyclics agrees to indemnify, defend and hold HCC and its directors, officers, employees and agents harmless from and against any damages, claims, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) resulting from any third party claims or suits ("General Claims Against HCC") arising out of (a) the use, handling, distribution, marketing or sale of the Drug Substance or Product, (b) Pharmacyclics' breach of any of its warranties or representations hereunder or (c) Pharmacyclics' negligent acts or omissions or willful misconduct. Notwithstanding the foregoing, Pharmacyclics will not be required to indemnify, defend and hold HCC or its directors, officers, employees and agents harmless from and against any General Claims Against HCC arising out of (i) HCC's breach of any of its warranties or representations hereunder; (ii) HCC's negligent acts or omissions or willful misconduct; (iii) any failure of the Drug Substance to meet the specifications set forth on the corresponding Drug Substance Appendix; (iv) any failure of HCC to develop, manufacture, handle, store, label, package, transport or distribute the Drug Substance in accordance with cGMP or any other applicable laws, regulations, or other requirements of any applicable
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Related to INDEMNIFICATION BY PHARMACYCLICS

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

  • Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by Xxxxxx Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by Holder in connection with any claim relating to this Section 5 and the amount of any damages Holder has otherwise been required to pay by reason of such untrue statement or omission) received by Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification by Xxxxxxx Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

  • Indemnification By You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • INDEMNIFICATION BY ADVISOR The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and 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 “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

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