Common use of Indemnification by Transferee Clause in Contracts

Indemnification by Transferee. Transferee shall indemnify, defend, and hold Company and its Affiliates, and each of their respective employees, officers, directors, and agents (individually or collectively, the “Company Indemnitee(s)”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) resulting from Third Party claims against Company Indemnitee(s) arising out of or resulting from (a) any breach by Transferee, NovaMedica or Permitted Transferee of any of the terms or provisions of this Agreement or any of the Ancillary Agreements; (b) any breach of the representations, warranties, or covenants made by Transferee; (c) willful misconduct or negligence of Transferee, NovaMedica, Permitted Transferee or any subcontractors or sublicensees; provided, however, that such obligations pursuant to this Section 10.1 shall not apply to the extent such Claim (i) arise out of breach by the Company of its representations, warranties, or covenants set forth in Article 9, above; or (ii) are based on actions taken or omitted to be taken by Company in breach of its obligations under this Agreement; or (iii) result from the negligence or willful misconduct of any of the Company Indemnitee(s). For clarity, it is understood and agreed that the provisions of Section 10.1(c), above, shall not apply to DRI following execution of the Assignment and Assumption Agreement, and neither DRI nor NovaMedica shall have any obligation under Section 10.1(a) or (b), above, with respect to claims by Company Indemnitees based on acts or omissions of NovaMedica or DRI, respectively.

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 agents assigns (individually or collectively, the “Company Indemnitee(s)Indemnitees”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) resulting from Third Party claims against Company Indemnitee(s(collectively, “Losses”) arising out of Third Party claims and all other Losses arising out of or resulting from related to (a) any a breach by Transfereeof a representation, NovaMedica warranty, covenant or Permitted other obligation of such Transferee of or any of the terms its Affiliates, Permitted Transferees or provisions of subcontractors under this Agreement or any of the Ancillary AgreementsAssignment and Assumption Agreement; (b) any breach negligent or reckless act or omission to act or willful misconduct by such Transferee or any of the representationsits Affiliates, warranties, Permitted Transferees or covenants made by Transfereesubcontractors; and (c) willful misconduct any act or negligence omission of Transferee, NovaMedica, Permitted 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 sublicensees; providedother disposition of the Compound or a Covered Product, howeverincluding but not limited to product liability claims, that such obligations pursuant to this Section 10.1 shall not apply except in cases where, and to the extent that, such Claim (i) arise out of breach by Losses result directly from the Company of its representations, warranties, or covenants set forth in Article 9, above; or (ii) are based on actions taken or omitted to be taken by Company in breach of its obligations under this Agreement; or (iii) result from the , negligence or willful misconduct by or on the part of any of the Company Indemnitee(s)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 following execution of for so long as DRI does not hold any rights under the Assignment and Assumption Agreement, and neither DRI nor NovaMedica shall have any obligation under Section 10.1(a) Assigned IP or (b), above, with respect to claims by Company Indemnitees based on acts or omissions of NovaMedica or DRI, respectivelythe Licensed IP.

Indemnification by Transferee. (a) Subject to the limitations and other terms and conditions set forth in this Article VIII, Transferee shall indemnify, defend, will indemnify and hold Company harmless Transferor and its Affiliates, Affiliates (and each of their respective employees, officers, directors, employees, shareholders, members, successors, assigns, agents, advisers and agents representatives) (individually or collectivelyeach, the a “Company Indemnitee(sTransferor Indemnified Person”)”) harmless from , from, against and against in respect of any and all liabilityLosses, damage, loss, cost, whether or expense (including reasonable attorneys’ fees) resulting from not involving a Third Party claims against Company Indemnitee(s) Claim, incurred or suffered by the Transferor Indemnified Persons or any of them as a result of, arising out of or resulting from relating to, directly or indirectly: (ai) any breach of, or inaccuracy in, any representation or warranty made by Transferee in this Agreement; (ii) any breach, violation or non-fulfillment of any covenant or agreement of Transferee, NovaMedica or Permitted Transferee including under this Section 8.2(a), to this Agreement. (iii) any fraud of any Transferee; or (iv) the operation of the terms Company after Closing (other than Losses (x) relating to the Excluded Company Assets and Liabilities or provisions of this Agreement or any of (y) for which Transferor may be responsible under the Ancillary Agreements; Broadridge Master Services Agreement. (b) any Transferee will have no obligation to indemnify the Transferor Indemnified Persons pursuant to Section 8.2(a)(i) in respect of Losses arising from the breach of the representations, warrantiesof, or covenants made inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Transferor Indemnified Persons exceeds the Deductible (at which point Transferee will indemnify the Transferor Indemnified Persons for all such Losses that exceed the Deductible), and Transferee; ’s aggregate liability in respect of claims for indemnification pursuant to Section 8.2(a)(i) will not exceed $10,000,000 (the “Transferee Liability Cap”). (c) willful misconduct or negligence of TransfereeNotwithstanding the foregoing, NovaMedica, Permitted the Deductible and Transferee or any subcontractors or sublicensees; provided, however, that such obligations pursuant to this Section 10.1 Liability Cap shall not apply to Losses resulting from, arising out of, or incurred by the extent such Claim Transferor Indemnified Persons in connection with (i) arise out claims for indemnification pursuant to Section 8.2(a)(i) in respect of breach by the Company of its representations, warrantiesbreaches of, or covenants inaccuracies in, the representations and warranties set forth in Article 9Sections 4.1(a) (Existence and Good Standing), above(b) (Authorization and Validity), or (e) (Certain Tax Matters) (such representations, warranties and covenant, “Basic Transferee Representations”); or (ii) are claims based on actions taken upon fraud or omitted intentional misrepresentation. Claims for indemnification pursuant to be taken by Company in breach of its obligations under this Agreement; or (iii) result from the negligence or willful misconduct of any of the Company Indemnitee(s). For clarity, it is understood and agreed that the provisions other provision of Section 10.1(c8.2(a) are not subject to the limits set forth in Section 8.2(b), above, shall not apply to DRI following execution of the Assignment and Assumption Agreement, and neither DRI nor NovaMedica shall have any obligation under Section 10.1(a) or (b), above, with respect to claims by Company Indemnitees based on acts or omissions of NovaMedica or DRI, respectively.

Indemnification by Transferee. Transferee shall indemnify, defend, and hold Company and its Affiliates, and each of their respective employees, officers, directors, and agents (individually or collectively, the “Company Indemnitee(s)”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) resulting from Third Party claims against Company Indemnitee(s) arising out of or resulting from (a) the Development or Commercialization of Covered Products by or on behalf of Transferee in the Territory; (b) Use of Company IP by or on behalf of Transferee outside the Territory in accordance with Section 2.2(b); (c) any breach by Transferee, NovaMedica or Permitted Transferee of any of the terms or provisions of this Agreement or any of the Ancillary AgreementsAgreement; (bd) any breach of the representations, warranties, or covenants made by Transferee; (ce) willful misconduct or negligence of Transferee, NovaMedica, Permitted Transferee ; or any subcontractors or sublicensees; provided, however, that such obligations pursuant to this Section 10.1 shall not apply to the extent such Claim (i) arise out of breach by the Company of its representations, warranties, or covenants set forth in Article 98, above; or (ii) are based on actions taken or omitted to be taken by any of the Company in breach of its obligations under this Agreement; or (iii) result from the negligence or willful misconduct of any of the Company Indemnitee(s). For clarity, it is understood and agreed that (A) the provisions of Section 10.1(c10.1(e), above, shall not apply to DRI following with respect to acts or omissions occurring after execution of the Assignment and Assumption Agreement, and neither (B) DRI nor NovaMedica shall not have any obligation under Section 10.1(a10.1(c) or (bd), above, with respect to claims by Company Indemnitees based on acts or omissions of NovaMedica, and (C) NovaMedica shall not have any obligation under Section 10.1(c) or (d), above, with respect to claims by Company Indemnitees based on acts or omissions of DRI, respectively.