Indemnification by Transferee. Each Transferee hereby does, and shall cause each Permitted Transferee to, indemnify, defend, and hold Company and its Affiliates, and each of their respective employees, officers, directors, agents, successors and assigns (individually or collectively, the “Company Indemnitees”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of Third Party claims and all other Losses arising out of or related to (a) a breach of a representation, warranty, covenant or other obligation of such Transferee or any of its Affiliates, Permitted Transferees or subcontractors under this Agreement or the Assignment and Assumption Agreement; (b) any negligent or reckless act or omission to act or willful misconduct by such Transferee or any of its Affiliates, Permitted Transferees or subcontractors; and (c) any act or omission of such Transferee or any of its Affiliates, Permitted Transferees or their respective employees, Affiliates, agents or subcontractors in connection with the Development, Manufacturing, Commercialization, use, consumption, sale, lease, license, sublicense or other disposition of the Compound or a Covered Product, including but not limited to product liability claims, except in cases where, and to the extent that, such Losses result directly from the breach of this Agreement, negligence or willful misconduct by or on the part of any of the Company Indemnitees and/or any misrepresentation by Company under this Agreement. For clarity, it is understood and agreed that the provisions of Section 10.1(c), above, shall not apply to DRI for so long as DRI does not hold any rights under the Assigned IP or the Licensed IP.
Indemnification by Transferee. From and after the Closing, Transferee shall indemnify, defend and hold Transferor, its Affiliates, and their respective directors, officers, representatives, employees and agents harmless from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs and expenses (including, without limitation, interest, penalties, attorneys' fees to the extent permitted by law, and accounting fees and investigation costs) (collectively, "Liabilities") that may be incurred by Transferor resulting or arising from or related to, or incurred in connection with: (a) the failure of Transferee to assume, pay, perform and discharge the Assumed Liabilities, and (b) any breach of any representation, warranty, covenant, obligation or agreement of Transferee contained herein or in any other Transaction Document.
Indemnification by Transferee. Transferee shall, during the applicable survival period, indemnify, defend, and hold harmless Transferor and its members, officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by Transferee of any of its representations, warranties, covenants or agreements in this Agreement or any other Document.
Indemnification by Transferee. Transferee shall defend, indemnify and hold harmless Transferor, its controlled affiliates and their respective members, stockholders, managers, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or relating to:
(a) any inaccuracy in or breach of any of the representations or warranties of Transferee contained in this Agreement or any document to be delivered hereunder; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Transferee pursuant to this Agreement or any document to be delivered hereunder.
Indemnification by Transferee. (a) Transferee hereby agrees to indemnify and hold Contributors and the Management Parties and their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Contributor Indemnified Parties”) harmless from and against, and pay to the applicable Contributor Indemnified Parties the amount of, any and all Losses:
(i) based upon or resulting from the failure of any of the representations and warranties made by Transferee in this Agreement to be true and correct in all respects at the date hereof; and
(ii) based upon or resulting from the breach of any covenant on the part of Transferee under this Agreement.
(b) The Contributors and the Management Parties shall take and cause their Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.
Indemnification by Transferee. Transferee hereby indemnifies and agrees to defend and hold harmless Contributor, and its respective successors and assigns ("Contributor Indemnitees"), from and against any and all demands, claims, actions or causes of action, assessments, expenses, costs, damages, losses and liabilities (including attorneys' fees and other charges) which may at any time be asserted against or suffered by any Contributor Indemnitee, the Property, or any part thereof, whether before or after the date of the Closing, as a result of, on account of or arising from (a) subject to Section 10.1 above, the failure of Transferee to perform any of its obligations hereunder or, to the extent provided in Section 13.1, the breach by Transferee of any of its representations and warranties made herein, (b) events, contractual obligations, acts or omissions of Transferee that occurred in connection with the ownership or operation of the Property prior to the Closing or (c) damage to property or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the operation of the Property at any time or times prior to the Closing. The obligations of Transferee under this Section 11.2 shall survive the Closing.
Indemnification by Transferee. Transferee hereby indemnifies and agrees to defend and hold harmless Transferor, and its officers, directors, employees, agents and successors and assigns ("Transferor Indemnitees"), from and against any and all demands, claims, actions or causes of action, assessments, expenses, costs, damages, losses and liabilities (including attorneys' fees and other charges) which may at any time be asserted against or suffered by any Transferor Indemnitee, whether before or after the date of the Closing, as a result of, on account of or arising from (a) the failure of Transferee to perform any of its obligations hereunder or, to the extent provided in Section 10.1, the breach by Transferee of any of its representations and warranties made herein, (b) events, contractual obligations, acts or omissions of Transferee that occurred in connection with the ownership or operation of the Property subsequent to the Closing, (c) damage to property or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the operation of the Property at any time or times subsequent to the Closing, or (d) any damage to the Property caused by Transferee in connection with any studies, investigations or tests conducted by Transferee pursuant to Section 4.2 hereof. The obligations of Transferee under this Section 9.2 shall survive the Closing.
Indemnification by Transferee. From and after the Reinsurance Closing Date, Transferee will indemnify, defend, protect and hold harmless Transferor and its Affiliates, and their respective Representatives (collectively, the “Transferor Indemnified Parties”) from, against and in respect of any Indemnified Losses imposed on, sustained, incurred or suffered by or asserted against any of the Transferor Indemnified Parties to the extent directly based on, directly arising out of, directly relating to, directly caused by, or directly resulting from:
1. Any breach or nonperformance by Transferee or any of its successors and permitted assigns of any of the terms, covenants, duties or obligations, or other provisions contained in this Agreement;
2. Any acts, errors or omissions of Transferee or any of its successors and permitted assigns on or after the Reinsurance Closing Date with respect to the Assigned Producer Agreements (including, for the avoidance of doubt, the HUMANA Assigned Producer Agreements); or
3. Claims from Producers under the Assigned Producer Agreements (including, for the avoidance of doubt, the HUMANA Assigned Producer Agreements) but solely to the extent such claims relate to the Coinsured Contracts. Provided, however, that nothing in this Agreement will limit, restrict or otherwise diminish MAC’s obligation to provide reinsurance of all Coinsured Risks under the Coinsurance Agreement.
Indemnification by Transferee. Transferee hereby agrees to indemnify, defend, save and hold harmless Transferor and its Affiliates and their respective directors, officers, employees, representatives and agents and each of the successors and assigns of any of the foregoing (the "Transferor Group") from and against any and all losses incurred or sustained by any member of the Transferor Group which shall arise out of or result from (1) any breach or inaccuracy of any representation or warranty set forth in Section 3 hereof and (2) the nonfulfillment or breach of any agreement, obligation or covenant of Transferee under this Agreement, in each case after offset by any related insurance proceeds directly related to the matter for which indemnification is claimed (net of increased insurance premiums and charges related directly to such losses) to which any member of the Transferor Group is entitled under its insurance policies (it being understood that no member of the Transferor Group has any obligation hereunder to carry insurance coverage for any particular or general group of risks), or other third party recovery received by any member of the Transferor Group related to the matter for which indemnification is claimed (it being understood that no member of the Transferor Group has any obligation hereunder to institute a Proceeding or to take any other action detrimental to any member of the Transferor Group to seek such recovery).
Indemnification by Transferee. Notwithstanding any investigation of the business, financial condition, prospects, properties or assets of Transferee by or on behalf of Transferor prior to the date hereof, and in addition to any and all other rights of Transferor under this Agreement, Transferee shall indemnify, defend and hold harmless Transferor and each of Transferor's officers, directors, employees, control persons, advisors, affiliates and agents (collectively, the "Indemnified Parties"), from and against any and all losses, damages, liabilities, expenses, costs, assessments and taxes (including, without limitation, interest, penalties and attorneys' fees and expenses reasonably incurred) ("Damages"), and pay each Indemnified Party on demand the full amount of any and all Damages that such party may pay or become obligated to pay, arising out of or relating to any of the following:
(i) The breach in any respect (if not qualified) of any representation or warranty of Transferee or of any obligation, agreement or covenant of Transferee contained in or made pursuant to this Agreement, the Related Agreements or any other agreement, certificate or other document made or delivered by Transferee at the Closing pursuant to this Agreement;
(ii) Any of the Liabilities listed on Exhibit B and assumed by Transferee; and/or
(iii) Any of the Assets listed on Exhibit A and assumed by Transferee hereunder. All claims under this Section 5(a) shall be made at the time and in the manner provided for in Section 5(b).
