Common use of Indemnifications and Liability Clause in Contracts

Indemnifications and Liability. Except as provided in Section 24 with regard to insured losses, the Tenant shall save the Landlord and its trustees, beneficiaries, managers, members, servants, agents and employees and those in privity with the estate of the Landlord, harmless from all loss and damage occasioned by the use or escape of water or by the bursting of pipes, or by any nuisance caused by the Tenant or on the Premises, unless such loss is caused by the neglect of the Landlord. In addition, to the maximum extent permitted by law, Tenant hereby indemnifies and covenants to save Landlord and its trustees, beneficiaries, managers, members, servants, agents and employees and those in privity with the estate of the Landlord, harmless from and against any and all claims, damages, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority: (i) on account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on the Premises on account of or based upon the act, omission, fault, negligence or misconduct of any person other than Landlord or its trustees, beneficiaries, managers, members, servants, agents, employees or contractors; (ii) on account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on or about the Property of which the Premises are a part and other than on the Premises (and, in particular, without limiting the generality of the foregoing, on or about the stairways, entrance ways, corridors, sidewalks, concourses, approaches, area ways, or other appurtenances and facilities used in connection with the Property or the Premises) arising out of the use or occupancy of the Property or the Premises by the Tenant or by any person claiming by, through or under Tenant, and caused by the act, omission, fault, negligence or misconduct of Tenant or its officers, servants, agents, employees, independent contractors or invitees; and (iii) on account of or based upon (including monies due on account of) any work or thing whatsoever done (other than by Landlord or its contractors, or agents or employees of either) on the Premises during the Term of this Lease and during the period of time, if any, prior to the Commencement Date when Tenant may have been given access to the Premises, except as a result of the acts of the Landlord or its trustees, beneficiaries, managers, members, servants, agents or employees; and, in respect of any of the foregoing, from and against all costs, expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred in or in connection with any such claim, or any action or proceeding brought thereon. In addition, to the maximum extent permitted by law, Landlord hereby indemnifies and covenants to save Tenant and its trustees, beneficiaries, managers, members, servants, agents and employees and those in privity with the estate of the Tenant, harmless from and against any and all claims, damages, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority on account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on the Premises or the Property on account of or based upon the act, omission, fault, negligence or misconduct of Landlord or its trustees, beneficiaries, managers, members, servants, agents, employees or contractors, and from and against all costs, expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred in or in connection with any such claim, or any action or proceeding brought thereon. Tenant shall not generate, store, release, transport, dispose of or otherwise handle any substance, waste or material deemed hazardous, toxic or a contaminant under any federal, state or local statute, law, ordinance, rule or regulation, order or decision (hereinafter, any “Hazardous Substance”) except for customary office supplies and cleaning materials and other minimal amounts of such materials customarily used in the operation of Tenant’s business, but always in compliance with all applicable laws. Tenant shall defend, indemnify and hold harmless Landlord and any mortgagee of Landlord and their respective officers, managers and members of, from and against any and all liability, loss, damage, reasonable cost, or expense, including without limitation, reasonable attorneys’ fees, consultants’ fees and clean-up costs, arising from the presence, release, or threat of release of any Hazardous Substance on the Premises first occurring during the Term and arising out of the generation, storage, release, transportation, disposal or other handling of any Hazardous Substance at or near the Premises by Tenant, its employees, invitees, contractors or agents, and, notwithstanding any other provision of this Lease to the contrary, including, without limiting the generality of the foregoing, any release of Hazardous Substances from the Premises regardless of whether said release or threat of release is caused by fire, other casualty, negligence or any other cause of any kind, regardless of fault, unless such release is caused by Landlord. The above indemnifications shall survive the expiration or earlier termination of this Lease.

Indemnifications and Liability. 14.1 Except as otherwise expressly provided in Section 24 with regard to insured losses15, the Tenant Impax shall save the Landlord indemnify, defend and hold Teva, its trusteesAffiliates, beneficiariesand their respective officers, managersdirectors, membersemployees, servants, agents and employees and those in privity with the estate of the Landlord, harmless from all loss and damage occasioned by the use or escape of water or by the bursting of pipes, or by any nuisance caused by the Tenant or on the Premises, unless such loss is caused by the neglect of the Landlord. In addition, to the maximum extent permitted by law, Tenant hereby indemnifies and covenants to save Landlord and its trustees, beneficiaries, managers, members, servants, agents and employees and those in privity with the estate of the Landlord, representatives harmless from and against any and all claimslosses, liabilities, damages, liabilities or penalties asserted by or on behalf of any personcosts and expenses, firmincluding reasonable attorney’s fees and disbursements, corporation or public authority: (icollectively, “Damages”) on account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on the Premises on account of or based upon the act, omission, fault, negligence or misconduct of any person other than Landlord or its trustees, beneficiaries, managers, members, servants, agents, employees or contractors; (ii) on account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on or about the Property of which the Premises are a part and other than on the Premises (and, in particular, without limiting the generality of the foregoing, on or about the stairways, entrance ways, corridors, sidewalks, concourses, approaches, area ways, or other appurtenances and facilities used in connection with the Property or the Premises) arising out of the use or occupancy of the Property or the Premises by the Tenant or by any person claiming by, through or under Tenant, and caused by the act, omission, fault, negligence or misconduct of Tenant or its officers, servants, agents, employees, independent contractors or invitees; and (iii) on account of or based upon (including monies due on account of) any work or thing whatsoever done (other than by Landlord or its contractors, or agents or employees of either) on the Premises during the Term of this Lease and during the period of time, if any, prior to the Commencement Date when Tenant may have been given access to the Premises, except as a result of the acts of the Landlord or its trustees, beneficiaries, managers, members, servants, agents or employees; and, in respect of any of the foregoing, from and against all costs, expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred in or in connection with any such claimand all suits, investigations, claims or demands by third parties resulting from or arising out of: (a) any breach or alleged breach by Impax (or its Affiliates) of any representation, warranty, undertaking or covenant hereunder; (b) events occurring prior to the Effective Date and relating to the Products; (c) any negligence or willful misconduct by Impax (or its Affiliates); or (d) a defect contained in a Product manufactured by Impax, its Affiliates or any action or proceeding brought thereon. In additionthird party on its behalf. 14.2 Except as otherwise expressly provided in Xxxxxxx 00, to the maximum extent permitted by lawXxxx shall indemnify, Landlord hereby indemnifies defend and covenants to save Tenant hold Impax, its Affiliates, and its trusteestheir respective officers, beneficiariesdirectors, managersemployees, members, servants, agents and employees and those in privity with the estate of the Tenant, representatives harmless from and against any and all claims, damages, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority on account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on the Premises or the Property on account of or based upon the act, omission, fault, negligence or misconduct of Landlord or its trustees, beneficiaries, managers, members, servants, agents, employees or contractors, and from and against all costs, expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred in or Damages in connection with any such claimand all suits, investigations, claims or demands by third parties resulting from or arising out of: (a) any breach or alleged breach by Teva (or its Affiliates) of any representation, warranty, undertaking or covenant hereunder; (b) any negligence or willful misconduct by Teva (or its Affiliates); (c) any defect contained in a Product manufactured by Teva, it Affiliates or any action third party on its behalf; or proceeding brought thereon. Tenant shall not generate, store, release, transport, dispose (d) any claim of or otherwise handle any substance, waste or material deemed hazardous, toxic or a contaminant under any federal, state or local statute, law, ordinance, rule or regulation, order or decision (hereinafter, any “Hazardous Substance”) except for customary office supplies and cleaning materials and other minimal amounts of such materials customarily used in the operation of Tenant’s business, but always in compliance with all applicable laws. Tenant shall defend, indemnify and hold harmless Landlord and any mortgagee of Landlord and their respective officers, managers and members of, from and against any and all liability, loss, damage, reasonable cost, or expense, including without limitation, reasonable attorneys’ fees, consultants’ fees and clean-up costs, trademark infringement arising from the presenceuse by Teva (or its Affiliates) of any of its trademarks in connection with the Products. 14.3 In the event that in determining the respective obligations of indemnification under Section 14, releaseit is found that the fault of Impax, Teva or their respective Affiliates, contributes to any Damages relating to the Products supplied and/or distributed or sold hereunder, then each of Impax and Teva shall be responsible for that portion of the Damages to which its fault contributed. 14.4 As soon as a Party becomes aware of the possibility of a claim involving indemnification under this Section 14, the indemnified Party shall give the indemnifying Party prompt written notice in writing and shall permit the indemnifying Party to have control over the defense of such claim or suit. The indemnified Party agrees to provide all reasonable information and assistance to the indemnifying Party in such defense. No such claims shall be settled other than by the Party defending the same, and then only with the consent of the other Party, which shall not be unreasonably withheld or delayed; provided, however, that the indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the indemnified Party any liability or obligation which cannot be assumed and performed in full by the indemnifying Party. 14.5 Except in the event of and to the extent of Damages awarded to a third party in connection with the indemnification provisions set forth in Sections 14.1 and 14.2, above, or threat of release of any Hazardous Substance on awarded to a third party in connection with an Intellectual Rights Suit, neither Teva nor Impax shall be liable to the Premises first occurring during the Term and other for special, indirect, incidental or consequential damages, whether in contract, warranty, negligence, tort, strict liability or otherwise, arising out of the generationmanufacture, storageMarketing, releasedistribution, transportationsale or use of the Products. 14.6 Without limiting the respective obligations of the Parties hereunder, disposal or each Party shall maintain, throughout the Term sufficient product liability insurance coverage to satisfy its obligations hereunder. Each Party shall cause the other handling of any Hazardous Substance at or near the Premises by Tenant, its employees, invitees, contractors or agents, Party to be named in such policies as an additional insured and, notwithstanding any other provision of this Lease upon request, each Party agrees to provide to the contraryother certificates of insurance, including, without limiting the generality of evidencing such insurance. Without derogating from the foregoing, Impax shall purchase and maintain throughout the Term insurance provided by an insurance company reasonably satisfactory to Teva, at its own expense to cover product liability in an amount not less than Twenty Million U.S. Dollars (U.S. $20,000,000) per occurrence and in the aggregate on or before the launch of the first Tier 1 Product (in any release strength), One Hundred Million U.S. Dollars (U.S. $100,000,000) per occurrence and in the aggregate on or before the launch of Hazardous Substances from the Premises regardless second Tier 1 Product (in any strength), and One Hundred and Fifty Million U.S. Dollars (U.S. $150,000,000) per occurrence and in the aggregate as of whether said release or threat of release is caused by fire, other casualty, negligence or any other cause of any kind, regardless of fault, unless such release is caused by Landlord. The above indemnifications shall survive the expiration or earlier termination of this Lease.January 1,