Common use of Indemnity by Cardinal Clause in Contracts

Indemnity by Cardinal. Cardinal shall indemnify and hold Adams, Adams' Affiliates, their agents, employees, officers, directorx xxx pxxxxxted successors and assigns (collectively, the "ADAMS INDEMNITEES") harmless from and against any and all liabilities, xxxses, claims, demands, damages, costs, expenses, settlement made or reasonably approved by Cardinal, royalty fees, and judgments (including reasonable attorneys' fees and other costs of litigation), however caused and/or on any theory of liability (collectively, "CLAIMS"), incurred by or rendered against the Adams Indemnitees for personal injury, sickness, disease or death or xxxxx damages which arise out of: (a) the negligence or intentional misconduct of Cardinal with respect to its activities and those of the Cardinal Indemnitees (as defined in Section 12.2 below) under this Agreement, including, but not limited to its manufacturing, handling and delivery of Drug Product, except to the extent such Claims result from the breach, negligence or intentional misconduct of Adams or the Adams Indemnitees; (b) the breach by Cardinal of xxx xarranty xxxxxations under this Agreement; (c) any Claim regarding a work-related injury to any Cardinal employee; (d) any Claim that any of Cardinal's intellectual property (excluding Transferred Know How) infringes any patent, trade secret, trademark, copyright, or other proprietary interest; and/or (e) any other action or omission by Cardinal or the Cardinal Indemnitees relating to this Agreement, or breach by Cardinal of its obligations under this Agreement.

Indemnity by Cardinal. Cardinal shall indemnify and hold AdamsXxxxx, AdamsXxxxx' Affiliates, their agents, employees, officers, directorx xxx pxxxxxted directors and permitted successors and assigns (collectively, the "ADAMS XXXXX INDEMNITEES") harmless from and against any and all liabilities, xxxseslosses, claims, demands, damages, costs, expenses, settlement made or reasonably approved by Cardinal, royalty fees, and judgments (including reasonable attorneys' fees and other costs of litigation), however caused and/or on any theory of liability (collectively, "CLAIMS"), incurred by or rendered against the Adams Xxxxx Indemnitees for personal injury, sickness, disease or death or xxxxx other damages which arise out of: (a) the negligence or intentional misconduct of Cardinal with respect to its activities and those of the Cardinal Indemnitees (as defined in Section 12.2 below) under this Agreement, including, but not limited to its manufacturing, handling and delivery of Drug Product, except to the extent such Claims result from the breach, negligence or intentional misconduct of Adams Xxxxx or the Adams Xxxxx Indemnitees; (b) the breach by Cardinal of xxx xarranty xxxxxations its warranty obligations under this Agreement; (c) any Claim regarding a work-related injury to any Cardinal employee; (d) any Claim that any of Cardinal's intellectual property (excluding Transferred Know How) infringes any patent, trade secret, trademark, copyright, or other proprietary interest; and/or (e) any other action or omission by Cardinal or the Cardinal Indemnitees relating to this Agreement, or breach by Cardinal of its obligations under this Agreement.