Common use of Indemnification by the Transferor Clause in Contracts

Indemnification by the Transferor. The Transferor agrees to indemnify and hold each of the Transferee and its Affiliates (other than the Transferor and Theravance Biopharma) and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, a “Transferee Indemnified Party”) harmless from and against, and to pay to each Transferee Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, arising out of (i) any breach of any representation, warranty or certification made by the Transferor in any of the Transaction Documents to which the Transferor is party or certificates given by the Transferor to the Transferee in writing pursuant to this Sale and Contribution Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharma) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. Any amounts due to any Transferee Indemnified Party under this Section 8.1 shall be payable by the Transferor to such Transferee Indemnified Party upon demand.

Indemnification by the Transferor. The Subject to Section 6.3, without any further responsibility or liability of, or recourse to, any of the OLP Parties, the Managing GP shall absolutely and irrevocably be liable and responsible for the Excluded Managing GP Liabilities, SYN shall absolutely and irrevocably be liable and responsible for the Excluded SYN Liabilities and SC shall absolutely and irrevocably be liable and responsible for the Excluded SC Liabilities. Nothing in this Agreement is intended or shall be construed to make the OLP or any of the other OLP Parties liable for any of any of the Excluded Liabilities. Each Transferor agrees to indemnify shall indemnify, defend, save and hold harmless each of the Transferee and its Affiliates (other than the Transferor and Theravance Biopharma) and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, a “Transferee Indemnified Party”) harmless OLP Parties from and againstagainst all claims, liabilities, obligations, losses, expenses, costs and costs of defense (as and when incurred), including fines, charges, penalties, allegations, demands, damages (including actual, punitive or consequential, foreseen or unforeseen, known or unknown), settlements, awards, judgments, court costs and reasonable attorneys' and consultants' fees, in each case of any kind, character or nature whatsoever, to pay to each Transferee Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, extent arising out of (ia) the Excluded Managing GP Liabilities if such Transferor is the Managing GP, the Excluded SYN Liabilities if such Transferor is SYN or the Excluded SC Liabilities if such Transferor is SC, (b) any breach failure of such Transferor to comply with any applicable bulk sales law of any representation, warranty or certification made by the Transferor in any of the Transaction Documents to which the Transferor is party or certificates given by the Transferor to the Transferee in writing pursuant to this Sale and Contribution Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it jurisdiction in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect transfers of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant such Transferor's Assets to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates OLP (other than in respect of such Transferor's Assumed Liabilities which the Transferor or Theravance BiopharmaOLP has assumed under this Agreement) or (Cc) to the extent resulting from the failure breach by such Transferor of any Person other than the Transferor to perform any of its obligations under this Agreement, all of which are hereinafter collectively referred to as the "OLP DAMAGES". OLP Damages with respect to which, but only to the extent that, any proceeds are received by, or on behalf of, the OLP, the MLP or the OLP Subsidiary or their respective successors or assigns from any insurance policy (which are non-reimbursable by the OLP, the MLP, the OLP Subsidiary or such successor or assign under any self insurance coverage), shall not be the subject of the Transaction Documents. Any amounts due to any Transferee Indemnified Party indemnification under this Section 8.1 shall be payable by the Transferor to such Transferee Indemnified Party upon demandAgreement.

Indemnification by the Transferor. The Transferor agrees to indemnify and hold each (a) Without limiting any other rights which the Transferee, any assignee of the Transferee and its Affiliates (other than the Transferor and Theravance Biopharma) and or any and all of their such Persons’ respective partners, directors, managers, membersshareholders, officers, employees, agents and controlling persons agents, or Affiliates (each, a each an “Transferee Indemnified Party”) harmless may have hereunder or under Applicable Law, the Transferor hereby agrees to indemnify any Indemnified Party from and against, and to pay to each Transferee Indemnified Party the amount of, against any and all Losses costs, expenses, losses, damages, claims, and liabilities, including attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or incurred or suffered by such Transferee Indemnified Party, whether Party or not involving a third party claim, demand, action other non-monetary damages of any such Indemnified Party or proceeding, any of them arising out of or as a result of incurred by or asserted against any Indemnified Party arising out of, in connection with, or as a result of (i1) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties thereto of their respective obligations (including, without limitation, any breach of any representation, representation or warranty or certification made by the Transferor in hereunder or the exercise of the parties thereto of their respective rights) or the consummation of the transactions contemplated hereby, (2) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Transaction Documents to which foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Party is a party thereto or is pursuing or defending any such action, (3) the Transferor is party or certificates given exercise by the Transferor to the Transferee in writing pursuant to of its rights and remedies under this Sale and Contribution Agreement or any other Transaction DocumentLoan Assignment, or (ii4) any breach enforcement by an Indemnified Party of this Agreement or default under any covenant or agreement by Loan Assignment, including the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreementindemnity obligations herein; providedexcluding, however, that the foregoing shall exclude (a) any indemnification to such amounts resulting solely from any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributionsgross negligence, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence faith or willful misconduct on the part of such Transferee the applicable Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharmab) or (C) Portfolio Investments that are uncollectible due to the extent resulting from the failure of any Person other than the Transferor Obligor’s financial inability to perform any of its obligations under any of the Transaction Documents. Any amounts due to any Transferee Indemnified Party under this Section 8.1 shall be payable by the Transferor to such Transferee Indemnified Party upon demandpay.

Indemnification by the Transferor. The Transferor agrees to indemnify and hold each of the Transferee and its Affiliates (other than the Transferor and Theravance BiopharmaTransferor) and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, a “Transferee Indemnified Party”) harmless from and against, and to pay to each Transferee Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, arising out of (i) any breach of any representation, warranty or certification made by the Transferor in any of the Transaction Documents to which the Transferor is party or certificates given by the Transferor to the Transferee in writing pursuant to this Sale and Contribution Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions Collaboration Payments because of the insolvency or other creditworthiness problems of TRC LLC or GSK the Counterparty or the insufficiency of the Class C DistributionsCollaboration Payments, whether as a result of the amount of cash flow arising from sales or licensing of the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements Products or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharma) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. In addition to the foregoing obligations of the Transferor, the Transferor agrees to pay to the Transferee on demand all reasonable costs and expenses incurred by the Transferee in connection with the enforcement of the Transaction Documents against the Transferor or any Affiliates of the Transferor. Any amounts due to any Transferee Indemnified Party under this Section 8.1 hereunder shall be payable by the Transferor to such Transferee Indemnified Party upon demand.

Indemnification by the Transferor. The Transferor agrees to indemnify and hold each of the Transferee and its Affiliates (a) Except for Taxes (other than the Transferor and Theravance BiopharmaTaxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights which the Purchaser, any assignee of the Purchaser (including, without limitation, the Collateral Agent and all of their the other Secured Parties) or any such Persons’ respective partners, directors, managers, membersshareholders, officers, employees, agents and controlling persons agents, or Affiliates (each, a each an “Transferee Indemnified Party”) harmless may have hereunder or under Applicable Law, the Transferor hereby agrees to indemnify any Indemnified Party from and against, and to pay to each Transferee Indemnified Party the amount of, against any and all Losses damages, losses, claims, liabilities and related reasonable and documented costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or actually incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, Party arising out of or in connection with any (i) any breach of any representation, warranty acts or certification made by the Transferor in any of the Transaction Documents to which the Transferor is party or certificates given by the Transferor to the Transferee in writing pursuant to this Sale and Contribution Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure omissions of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the constituting bad faith, gross negligence or willful misconduct on the part of the Transferor in connection with this Agreement, any transaction contemplated hereby or in connection with any Loan Asset repurchased under ARTICLE VI (including, without limitation, reasonable and documented expenses or fees in respect of such Transferee Loan Asset and costs and damages incurred by any Indemnified Party in connection with any violation by such Loan Asset of any Applicable Law), (ii) breach of any representation or its Affiliates (other than warranty under this Agreement by the Transferor or Theravance Biopharma(iii) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. Any amounts due to any Transferee Indemnified Party under this Section 8.1 shall be payable by the Transferor to comply with any term, provision or covenant contained in this Agreement, excluding, however, any such Transferee amounts resulting from (x) any gross negligence, bad faith, fraud or willful misconduct on the part of the applicable Indemnified Party upon demandas determined in a court of competent jurisdiction by final non-appealable judgment, (y) the uncollectability of any Loan Asset due to the Obligor’s failure to pay any amounts due under the applicable loan agreement in accordance with its terms or (z) resulting from the performance of the Loan Assets (including without limitation any change in the market value of such Loan Asset) unless such loss resulting from the performance of such Loan Asset is due to the action or inaction of the Transferor arising in connection with any of the items described in sub-clauses (i), (ii) and (iii) above in this clause (a). In no case shall the Transferor be responsible for any Indemnified Party’s lost revenue or lost profits.