Common use of Indemnification by Transferee Clause in Contracts

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. 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 agents (individually or collectively, the “Company IndemniteesIndemnitee(s)”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) (collectively, “Losses”resulting from Third Party claims against Company Indemnitee(s) arising out of Third Party claims and all other Losses arising out of or related to resulting from (a) a any breach by Transferee, NovaMedica or Permitted Transferee of a representation, warranty, covenant any of the terms or other obligation provisions of such Transferee this Agreement or any of its Affiliates, Permitted Transferees or subcontractors under this Agreement or the Assignment and Assumption AgreementAncillary Agreements; (b) any negligent breach of the representations, warranties, or reckless act or omission to act or covenants made by Transferee; (c) willful misconduct by such or negligence of Transferee, NovaMedica, Permitted Transferee or any of its Affiliatessubcontractors or sublicensees; provided, Permitted Transferees or subcontractors; and (c) any act or omission of however, that 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 obligations pursuant to this Section 10.1 shall not limited to product liability claims, except in cases where, and apply to the extent thatsuch Claim (i) arise out of breach by the Company of its representations, such Losses 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 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 AgreementIndemnitee(s). 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 following execution of the Assignment and Assumption Agreement, and neither DRI does not hold nor NovaMedica shall have any rights obligation under the Assigned IP Section 10.1(a) or the Licensed IP(b), above, with respect to claims by Company Indemnitees based on acts or omissions of NovaMedica or DRI, respectively.

Indemnification by Transferee. Each (a) Subject to the limitations and other terms and conditions set forth in this Article VIII, Transferee hereby does, and shall cause each Permitted Transferee to, 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, successors advisers and assigns representatives) (individually or collectivelyeach, the a “Company IndemniteesTransferor 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) (collectively, “Losses”) arising out of not involving a Third Party claims and all other Losses Claim, incurred or suffered by the Transferor Indemnified Persons or any of them as a result of, arising out of or related to relating to, directly or indirectly: (ai) a any breach of, or inaccuracy in, any representation or warranty made by Transferee in this Agreement; (ii) any breach, violation or non-fulfillment of a representation, warranty, any covenant or other obligation agreement of such Transferee or any of its AffiliatesTransferee, Permitted Transferees or subcontractors including under this Agreement Section 8.2(a), to this Agreement. (iii) any fraud of Transferee; or (iv) the operation of the Company after Closing (other than Losses (x) relating to the Excluded Company Assets and Liabilities or (y) for which Transferor may be responsible under the Assignment and Assumption Broadridge Master Services Agreement; . (b) 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, or inaccuracy in, any negligent representation or reckless act warranty described therein unless and until the aggregate amount of all such Losses incurred or omission 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 act or willful misconduct by such Section 8.2(a)(i) will not exceed $10,000,000 (the “Transferee or any of its Affiliates, Permitted Transferees or subcontractors; and Liability Cap”). (c) any act or omission of such Notwithstanding the foregoing, the Deductible and 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, Liability Cap shall not apply to DRI Losses resulting from, arising out of, or incurred by the Transferor Indemnified Persons in connection with (i) claims for so long as DRI does indemnification pursuant to Section 8.2(a)(i) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Sections 4.1(a) (Existence and Good Standing), (b) (Authorization and Validity), or (e) (Certain Tax Matters) (such representations, warranties and covenant, “Basic Transferee Representations”); or (ii) claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to any other provision of Section 8.2(a) are not hold any rights under subject to the Assigned IP or the Licensed IPlimits set forth in Section 8.2(b).

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 agents (individually or collectively, the “Company IndemniteesIndemnitee(s)”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) (collectively, “Losses”resulting from Third Party claims against Company Indemnitee(s) arising out of Third Party claims and all other Losses arising out of or related to resulting from (a) a breach the Development or Commercialization of a representation, warranty, covenant Covered Products by or other obligation on behalf of such Transferee or any of its Affiliates, Permitted Transferees or subcontractors under this Agreement or in the Assignment and Assumption AgreementTerritory; (b) any negligent Use of Company IP by or reckless act or omission to act or willful misconduct by such on behalf of Transferee or any of its Affiliates, Permitted Transferees or subcontractorsoutside the Territory in accordance with Section 2.2(b); and (c) any act or omission breach by Transferee of such Transferee or any of its Affiliates, Permitted Transferees the terms or their respective employees, Affiliates, agents or subcontractors in connection with the Development, Manufacturing, Commercialization, use, consumption, sale, lease, license, sublicense or other disposition provisions of this Agreement; (d) any breach of the Compound representations, warranties, or a Covered Productcovenants made by Transferee; (e) willful misconduct or negligence of Transferee; or ; provided, including but however, that such obligations pursuant to this Section 10.1 shall not limited to product liability claims, except in cases where, and apply to the extent thatsuch Claim (i) arise out of breach by the Company of its representations, such Losses warranties, or covenants set forth in Article 8, 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 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 AgreementIndemnitee(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 for so long as with respect to acts or omissions occurring after execution of the Assignment and Assumption Agreement, and (B) DRI does shall not hold have any rights obligation under the Assigned IP Section 10.1(c) or the Licensed IP(d), 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.