Common use of Indemnification by Santarus Clause in Contracts

Indemnification by Santarus. Santarus hereby agrees to defend, at its expense, indemnify, and hold harmless Patheon, its directors, officers, employees, agents, and Affiliates, against all Third Party claims, demands, damages, liabilities, losses, costs and expenses, including, without limitation, attorney’s fees (collectively, “Claims”) resulting from or arising out of: (a) the negligence or willful misconduct of Santarus, its Affiliates, or their directors, officers, agents, employees or consultants in the performance of their obligations under this Agreement; (b) a material breach by Santarus of any provision of this Agreement, the Quality Agreement or the Capital Agreement; or (c) a breach by Santarus of any of its representations or warranties set forth in this Agreement, the Quality Agreement or the Capital Agreement; provided, however, that Santarus shall not be obligated to indemnify Patheon under this Section 12.1 to the extent that such Claim results from or arises out of any act or omission for which Patheon is obligated to indemnify Santarus pursuant to Section 12.3 below.

Indemnification by Santarus. Santarus hereby agrees to defend, at its expense, indemnify, and hold harmless Patheon, its directors, officers, employees, agents, and Affiliates, against all Third Party claims, demands, damages, liabilities, losses, costs and expenses, including, without limitation, attorney’s 's fees (collectively, “Claims”"CLAIMS") resulting from or arising out of: (a) the negligence or willful misconduct of Santarus, its Affiliates, or their directors, officers, agents, employees or consultants in the performance of their obligations under this Agreement; (b) a material breach by Santarus of any provision of this Agreement, the Quality Agreement or the Capital Agreement; or (c) a breach by Santarus of any of its representations or warranties set forth in this Agreement, the Quality Agreement or the Capital Agreement; provided, however, that Santarus shall not be obligated to indemnify Patheon under this Section 12.1 to the extent that such Claim results from or arises out of any act or omission for which Patheon is obligated to indemnify Santarus pursuant to Section 12.3 below.

Indemnification by Santarus. Santarus hereby agrees to defend, at its expense, indemnify, and hold harmless PatheonManufacturer, its directors, officers, employees, agents, and Affiliates, against all Third Party claims, demands, damages, liabilities, losses, costs and expenses, including, without limitation, attorney’s 's fees (collectively, “Claims”"CLAIMS") resulting from or arising out of: (a) the negligence or willful misconduct of Santarus, its Affiliates, or their directors, officers, agents, employees or consultants in the performance of their obligations under this Agreement; (b) a material breach by Santarus of any material provision of this Agreement, the Quality Agreement or the Capital Agreement; or (c) a breach by Santarus of any of its representations or warranties set forth in this Agreement, the Quality Agreement or the Capital Agreement; provided, however, that Santarus shall not be obligated to indemnify Patheon Manufacturer under this Section 12.1 to the extent that such Claim results from or arises out of any act or omission for which Patheon Manufacturer is obligated to indemnify Santarus pursuant to Section 12.3 below.

Indemnification by Santarus. Santarus hereby agrees to defend, at its expense, indemnify, and hold harmless PatheonSupplier, its directors, officers, employees, agents, and Affiliates, against all Third Party claims, demands, damages, liabilities, losses, costs and expenses, including, without limitation, attorney’s fees (collectively, “Claims”) resulting from or arising out of: (a) the negligence or willful misconduct of Santarus, its Affiliates, or their directors, officers, agents, employees or consultants in the performance of their obligations under this Agreement; (b) a material breach by Santarus of any provision of this Agreement, the Quality Agreement or the Capital Quality Agreement; or (c) a breach by Santarus of any of its representations or warranties set forth in this Agreement, the Quality Agreement or the Capital Quality Agreement; provided, however, that Santarus shall not be obligated to indemnify Patheon Supplier under this Section 12.1 to the extent that such Claim results from or arises out of any act or omission for which Patheon Supplier is obligated to indemnify Santarus pursuant to Section 12.3 12.2 below.

Indemnification by Santarus. Santarus hereby agrees to defend, at its expense, indemnify, and hold harmless PatheonManufacturer, its directors, officers, employees, agents, and Affiliates, against all Third Party claims, demands, damages, liabilities, losses, costs and expenses, including, without limitation, attorney’s fees (collectively, “ClaimsCLAIMS”) resulting from or arising out of: (a) the negligence or willful misconduct of Santarus, its Affiliates, or their directors, officers, agents, employees or consultants in the performance of their obligations under this Agreement; (b) a material breach by Santarus of any material provision of this Agreement, the Quality Agreement or the Capital Agreement; or (c) a breach by Santarus of any of its representations or warranties set forth in this Agreement, the Quality Agreement or the Capital Agreement; provided, however, that Santarus shall not be obligated to indemnify Patheon Manufacturer under this Section 12.1 to the extent that such Claim results from or arises out of any act or omission for which Patheon Manufacturer is obligated to indemnify Santarus pursuant to Section 12.3 below.