Indemnification by Reliant Clause Samples
Indemnification by Reliant. Reliant shall indemnify and hold harmless Cardinal Health, its Affiliates, directors, officers, employees and agents from and against all Losses arising out of or resulting from (A) any breach of its representations, warranties or obligations under this Agreement; (B) any manufacture, sale, promotion, distribution, use (other than by Cardinal Health) of or exposure to the Product, the API or any Reliant-supplied materials, including, without limitation, product liability or strict liability; (C) Reliant’s exercise of control over the Manufacturing and Packaging under this Agreement, to the extent that Reliant’s written instructions or directions violate applicable law or regulation; (D) any actual or alleged infringement or violation of any patent, trade secret, copyright, trademark or other proprietary rights provided by Reliant and used by Cardinal Health in Manufacturing and Packaging the Product; or (E) any negligence or willful misconduct by Reliant, except to the extent that any of the foregoing arises out of or results from the negligence, willful misconduct or breach of this Agreement by Cardinal Health.
Indemnification by Reliant. RELIANT shall defend the claim and indemnify and hold harmless PRONOVA, its Affiliates, licensees, directors, officers, employees, representatives, consultants and agents (the “PRONOVA Indemnitees”) from and against any and all Losses for claims arising out of or resulting from any lawsuit, action, claim, demand or proceeding asserted against a PRONOVA Indemnitee by any third party (other than a PRONOVA Indemnitee) as a result of:
(a) any negligent act or omission or intentional misconduct on the part of any RELIANT Indemnitee relating to or in connection with the activities contemplated under this Agreement;
(b) any breach of any representation, warranty, obligation or covenant of RELIANT contained in this Agreement;
(c) the design, formulation, manufacture, encapsulation, packaging, labeling, testing, storage, handling, distribution, marketing, advertising, promotion, sale, commercialization or use of the Product or any Additional Products by any RELIANT Indemnitee; provided, however, that RELIANT shall have no obligation to indemnify any PRONOVA Indemnitee pursuant to this Section 16.2 to the extent that PRONOVA is obligated to indemnify and hold harmless the RELIANT Indemnitees for such Losses pursuant to Section 16.1 or to the extent that such Loss is the direct result of the gross negligence or intentional misconduct of any PRONOVA Indemnitee.
Indemnification by Reliant. To the extent set forth in this Section 8.1, Reliant agrees to indemnify and hold harmless Oscient, Parent and their respective Affiliates, subsidiaries, officers, directors, managers, members, employees and agents (collectively, the “Oscient Indemnified Parties”), at all times from and against and in respect of all Losses which any Oscient 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 Reliant set forth in this Agreement or any of the Other Agreements, (b) any breach of any of the covenants or agreements of Reliant set forth in this Agreement or any of the Other Agreements, (c) any of the Excluded Assets or Excluded Liabilities, or (d) reference of the NDA by Reliant or its Affiliates, assignees, licensees or successors in interest as permitted pursuant Section 2.6; provided, however, that Reliant shall not be required to indemnify any Oscient Indemnified Party to the extent that such Losses arise out of or result from (i) the negligence, recklessness or willful misconduct of any Oscient Indemnified Party, including but not limited to, off-label promotion of Product by Oscient or promotion of Product in a manner inconsistent with the Registrations and/or any applicable Laws, (ii) any breach of this Agreement or any of the Other Agreements by Oscient, or (iii) any material breach by Reliant under this Agreement of which Oscient and/or Parent had knowledge prior to the Closing.