Common use of Indemnification for Employee Reclassification Clause in Contracts

Indemnification for Employee Reclassification. Impax shall indemnify, defend, and hold harmless Shire and its Affiliates and their respective directors, officers, employees and contractors (each of the foregoing, a “Shire Party”) from and against any damages, liability, loss and costs, including but not limited to attorneys fees (collectively, “Liability”), that may be paid or payable by any such Shire Party resulting from any claim or other cause of action asserted by any Sales Force member, CSO or any other Third Party (including without limitation federal, state or local Regulatory Authorities) and based on or with respect to: (a) costs, damages and losses that Shire may incur resulting from any claims for benefits that any Sales Force member may make under or with respect to any Shire Benefits Plan; (b) any payment or obligation to make a payment to any Sales Force member relating in any way to any compensation, benefits of any type under any employee benefit plan (as such term is defined Section 3(3) of ERISA), or any other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements that may be sponsored at any time by Shire, even if it is subsequently determined by any court, the IRS or any other Regulatory Authority that any Sales Force member may be a common law or de facto employee of a Shire Party; (c) the payment or withholding of any contributions, payroll taxes, or any other payroll-related item by or on behalf of Impax, CSO or any Sales Force member with respect to which Impax, CSO or any Sales Force member may be responsible hereunder or pursuant to applicable Law to pay, make, collect, withhold or contribute, even if it is subsequently determined by any court, the IRS or by any other Regulatory Authority that any Sales Force member may be a common law or dc facto employee of a Shire Party; (d) failure of Impax to withhold or pay required taxes or failure to file required forms with regard to compensation paid to Impax by Shire and compensation and benefits paid or extended by Impax or CSO to the Sales Force; or (e) any other liabilities which may arise as a result of a court, tribunal or other Regulatory Authority determination that any Sales Force member is a common law or de facto employee of any Shire Party or any other co-employment relationship is determined.

Indemnification for Employee Reclassification. Impax shall Each Party will indemnify, defend, and hold harmless Shire the other Party and its Affiliates Affiliates, and its and their respective directors, officers, employees and contractors (each of the foregoing, a “Shire Party”) agents from and against any damages, liability, loss and costs, including but not limited to attorneys fees (collectively, “Liability”), costs that may be paid or payable by any such Shire Party Person resulting from or in connection with any claim or other cause of action asserted by any Sales Force member, CSO Representative of the other Party or any other Third Party (including without limitation federal, state or local Regulatory Authoritiesgovernmental authorities) and arising out of the execution and/or performance of this Agreement that is based on or with respect to: (a) costs, damages and losses that Shire a Party or its Affiliates may incur resulting from any claims for benefits that any Sales Force member Representative of the other Party may make under or with respect to any Shire Benefits Benefit Plan; (b) any payment or obligation to make a payment to any Sales Force member Representative of the other Party relating in any way to any compensation, benefits of any type under any employee benefit plan (as such term is defined in Section 3(3) of ERISA)) and corresponding employee benefits plans under any other country’s laws, or and any other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance severance, termination benefits, and other similar fringe or employee benefit plans, programs or arrangements that may be sponsored at any time by ShireShire or any of its Affiliates or by New River or any of its Affiliates, even if it is subsequently determined by any court, the IRS court or any other Regulatory Authority governmental agency that any such Sales Force member Representative may be a common law or de facto employee of a Shire Partythe other Party or any of its Affiliates or entitled to same; (c) the payment or withholding of any contributions, payroll taxes, or any other payroll-related item by or on behalf of Impax, CSO a Party or any of its Sales Force member Representative with respect to which Impax, CSO such Party or any Sales Force member such individuals may be responsible hereunder or pursuant to applicable Law law to pay, make, collect, withhold or contribute, even if it is subsequently determined by any court, the IRS court or by any other Regulatory Authority governmental agency that any such Sales Force member Representative may be a common law or dc facto employee of a Shire Party;such Party or any of its Affiliates or otherwise entitled to such benefits; and (d) failure of Impax a Party to withhold or pay required taxes or failure to file required forms with regard to compensation paid to Impax a Party by Shire the other Party and compensation and benefits paid or extended by Impax or CSO a Party to the any of its Sales Force; or (e) any other liabilities which may arise as a result of a court, tribunal or other Regulatory Authority determination that any Sales Force member is a common law or de facto employee of any Shire Party or any other co-employment relationship is determinedRepresentatives.

Indemnification for Employee Reclassification. Impax shall 3.6.8.1 Xxxxx will indemnify, defend, and hold harmless Shire BMS and its Affiliates Affiliates, and its and their respective directors, officers, employees and contractors agents (each of collectively, the foregoing, a “Shire Party”"BMS Indemnitees") from and against any damages, liability, loss and costs, including but not limited to attorneys fees (collectively, “Liability”), costs that may be paid or payable by any such Shire Party BMS Indemnitee resulting from or in connection with any claim or other cause of action asserted by any Xxxxx Sales Force memberPersonnel, CSO or by any other Third Party (including without limitation federal, state Governmental or local Regulatory Authorities) and arising out of the execution and/or performance of this Agreement that is based on or with respect to: (a) 3.6.8.1.1 costs, damages and losses that Shire BMS or its Affiliates may incur resulting from any claims for benefits that any Xxxxx Sales Force member Personnel may make under or with respect to any Shire Benefits BMS Benefit Plan;; and (b) 3.6.8.1.2 any payment or obligation to make a payment to any Xxxxx Sales Force member Personnel relating in any way to any compensation, benefits of any type under any employee benefit plan (as such term is defined in Section 3(3) of ERISA), or and any other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements that may be sponsored at any time by ShireBMS or any of its Affiliates or by Xxxxx or any of its Affiliates, even if it is subsequently determined by any court, the IRS or any other Governmental or Regulatory Authority that any Xxxxx Sales Force member Personnel may be a common law or de facto employee of a Shire Party;BMS or any of its Affiliates; and (c) 3.6.8.1.3 the payment or withholding of any contributions, payroll taxes, or any other payroll-related item by or on behalf of Impax, CSO Xxxxx or any of its Sales Force member Personnel with respect to which Impax, CSO Xxxxx or any of its Sales Force member Personnel may be responsible hereunder or pursuant to applicable Law to pay, make, collect, withhold or contribute, even if it is subsequently determined by any court, the IRS or by any other Governmental or Regulatory Authority that any such Sales Force member Personnel may be a common law or dc facto employee of a Shire Party;BMS or any of its Affiliates; and (d) 3.6.8.1.4 failure of Impax Xxxxx to withhold or pay required taxes or failure to file required forms with regard to compensation paid to Impax Xxxxx by Shire BMS and compensation and benefits paid or extended by Impax or CSO Xxxxx to its Sales Force Personnel. 3.6.8.2 Notwithstanding anything to the Sales Force; or contrary in Section 3.6.8.1 above, Xxxxx shall have no liability to any BMS Indemnitee to the extent attributable to any discriminatory, harassing or retaliatory acts of BMS or any BMS Indemnitee, or any tortious acts (eincluding without limitation acts constituting assault, battery or defamation) by BMS or any other liabilities which may arise as a result of a courtBMS Indemnitee, tribunal or other Regulatory Authority determination that with respect to any Xxxxx Sales Force member Personnel. 3.6.8.3 Nothing contained in this Section 3.6.8 is a common law intended to affect or de facto employee of limit any Shire Party or any other co-employment relationship is determinedPerformance Compensation payable by BMS to Xxxxx for the services rendered by Xxxxx pursuant to this Agreement.