Common use of Indemnification by Reliant Clause in Contracts

Indemnification by Reliant. To the extent set forth in this Section 8.1, Reliant agrees to indemnify and hold harmless Purchaser, its Affiliates, officers, directors, managers, members, employees, agents, assignees and successors (collectively, “Purchaser Indemnified Parties”), at all times from and against and in respect of all Losses which any Purchaser Indemnified Party may suffer or incur either directly or in connection with of a third party claim, to the extent arising out of or based upon: (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 failure by Reliant to pay, perform or discharge any Excluded Liabilities; (d) Reliant’s conduct of the Product Line Operations prior to the Closing Date whether asserted prior to or after the Closing Date (except to the extent the same constitutes an Assumed Liability); or (e) Reliant’s or any of Reliant’s Affiliate’s ownership of the Acquired Assets or the Product prior to the Closing; provided, however, that Reliant shall not be required to indemnify any Purchaser Indemnified Party to the extent that such Losses arise out of or result from (A) the negligence, recklessness or willful misconduct of any Purchaser Indemnified Party, including, but not limited to, off-label promotion of the Product and/or any Additional Products or promotion of the Product and/or any Additional Products in a manner inconsistent with the Registrations and/or any applicable Laws, or (B) any material breach of this Agreement by Purchaser.

Indemnification by Reliant. To the extent set forth in this Section 8.1, Reliant agrees to indemnify and hold harmless PurchaserOscient, its Parent and their respective Affiliates, subsidiaries, officers, directors, managers, members, employees, agents, assignees employees and successors agents (collectively, the “Purchaser Oscient Indemnified Parties”), at all times from and against and in respect of all Losses which any Purchaser Oscient Indemnified Party may suffer suffers or incur incurs, either directly or in connection with of a third party claim, to the extent arising out of or based upon: 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 failure by Reliant to pay, perform of the Excluded Assets or discharge any Excluded Liabilities; , or (d) Reliant’s conduct reference of the Product Line Operations prior to the Closing Date whether asserted prior to NDA by Reliant or after the Closing Date (except to the extent the same constitutes an Assumed Liability); or (e) Reliant’s its Affiliates, assignees, licensees or any of Reliant’s Affiliate’s ownership of the Acquired Assets or the Product prior to the Closingsuccessors in interest as permitted pursuant Section 2.6; provided, however, that Reliant shall not be required to indemnify any Purchaser Oscient Indemnified Party to the extent that such Losses arise out of or result from (Ai) the negligence, recklessness or willful misconduct of any Purchaser Oscient Indemnified Party, including, including but not limited to, off-label promotion of the Product and/or any Additional Products by Oscient or promotion of the Product and/or any Additional Products 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 (Biii) any material breach of by Reliant under this Agreement by Purchaserof which Oscient and/or Parent had knowledge prior to the Closing.