New River Sample Clauses

New River. Subject to Sections 10.1 and 10.2, New River agrees to defend, indemnify and hold Patheon, its Affiliates, and its or their officers, employees, consultants, and agents harmless against any and all losses, damages, costs or expenses ([***]), claims, demands, judgments and liability to, from and in favour of third parties resulting from, or relating to (i) any claim of infringement or alleged infringement of any Third Party Rights in respect of the Products, and (ii) any claim of personal injury or property damage to the extent that such injury or damage is the result of a breach of this Agreement or the Quality Agreement by New River, including, without limitation, any representation or warranty contained herein, except to the extent that any such losses, damages, costs, claims, demands, judgments and liability are due to the negligence or wrongful act(s) of Patheon, its officers, employees or agents. In the event of a claim, Patheon shall: (a) promptly notify New River of any such claims; (b) [***] to mitigate the effects of such claim; (c) reasonably cooperate with New River in the defense of such claim; (d) permit New River to control the defense and settlement of such claim, all at New River’s cost and expense; and (e) not make any payment or incur any expenses in connection with any such claim or make any admission or do anything that may compromise or prejudice the defense of the claim without the prior written consent of New River, such consent not to be unreasonably withheld or delayed.
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Related to New River

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