King Indemnification Sample Clauses
King Indemnification. King agrees to defend, indemnify and hold harmless Selamine and its Affiliates and their respective directors, employees and agents (the "Selamine Indemnitees") from and against any and all Liabilities resulting from any claims by a Third Party, arising out of or relating to (i) the willful misconduct or negligence of King; (ii) any material misrepresentation or breach of warranty of King contained in this Agreement or in any schedule hereto; (iii) any material breach of any covenant or obligation of King contained in this Agreement, except, in each case, to the extent such claims are due to the negligent acts, willful misconduct or omissions of any Selamine Indemnitee or to the extent that Selamine or ▇▇▇▇▇ ▇▇▇▇ is otherwise obligated to indemnify King under this Agreement; and (iv) any infringement, misappropriation or other violation by Selamine and its Affiliates of the intellectual property of Aventis and/or its Affiliates that is licensed to King and/or its Affiliates under their pre-existing agreements with Aventis and/or its Affiliates or of which King and/or its Affiliates is aware.
King Indemnification. King shall, during and after the Term of this Agreement, indemnify and hold harmless Durect and its Affiliates and their respective directors, officers, employees, scientific advisors, consultants, and agents (the “Durect Indemnified Parties”) against any and all Liabilities arising out of or resulting from any claim, action, suit or other proceeding brought by a Third Person against a Durect Indemnified Party for (i) any breach of any express representation, warranty or covenant by King under this Agreement, (ii) the negligence or willful misconduct of King or any of its respective directors, officers, and employees in the performance of King’s obligations hereunder or (iii) the Exploitation of the Products by King or its sublicensees or Affiliates, including without limitation any and all product liability and Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. intellectual property infringement claims. The foregoing indemnity obligation shall not apply to the extent that any such claim, loss, damage, liability or Third Person claim or suit is covered by Durect’s indemnity obligation under Section 7.1 hereof, as to which Liabilities each Party shall indemnify the other Party to the extent of their respective liability for the Liabilities.
King Indemnification. King agrees to defend, indemnify and hold harmless Arrow and its Affiliates and their respective directors, employees and agents (the "Arrow Indemnitees") from and against [***] Liabilities resulting from any claims by a Third Party, arising out of or relating to (i) the willful misconduct or negligence of King; (ii) any material misrepresentation or breach of warranty of King contained in this Agreement or in any schedule hereto; (iii) the willful misconduct or negligence of King or Aventis in the manufacture, testing, storage and handling of the King Materials; (iv) Arrow's use of the King Materials in accordance with the terms and conditions set forth herein, including any product liability claims arising therefrom or relating thereto; (v) any material breach of any covenant or obligation of King contained in this Agreement, except, in each case, to the extent such claims are due to the negligent acts, willful misconduct or omissions of any Arrow Indemnitee or to the extent that Arrow is otherwise obligated to indemnify King under this Agreement. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.