Common use of The Company Indemnity Clause in Contracts

The Company Indemnity. Subject to BMS’ indemnity obligations under Section 6.01, the Company shall defend, indemnify and hold harmless BMS, its Affiliates, and its and their employees, agents, officers, and directors (a “BMS Party”) from and against any and all Losses that result from or arise in connection with (a) any claim (including product liability claims, strict liability or tort claims), action or proceeding made or brought against such BMS Party by or on behalf of a Third Party for bodily injury, death or property damage to the extent such injury, death or damage is based on (i) the Company’s use, promotion, advertising, handling, disposal or supply of the Product after the Effective Date (regardless of which Party manufactured it) or (ii) the Company’s breach of this Agreement; or (b) any claim, action, suit or other proceeding made or brought by a Third Party based on (i) the breach by the Company of any of its representations or warranties contained in Section 5.03 or breach of any material obligation of Company under this Agreement, including breach of applicable Law; or (ii) infringement of a Third Party’s trademarks or copyrights by reason of Company’s specified labeling of the Products or any materials used in promoting or advertising the Product, or (iii) in the event that any changes are made to the Product (including, without limitation, changes to the Specifications, formulation or manufacturing process used to manufacture the Product) after the Effective Date, infringement of a Third Party’s patent rights by reason of the manufacture, use, import, export, or sale of the Product after the Effective Date of such change; provided, however, that the Company shall not be obligated to indemnify a BMS Party for any Losses incurred by such BMS Party to the extent attributable to a breach by BMS of this Agreement, or to any act or omission constituting gross negligence or willful misconduct on the part of BMS or a BMS Party.

The Company Indemnity. Subject to BMS’ indemnity obligations under Section 6.01, the The Company shall defend, indemnify and hold harmless BMS, its Affiliates, and its and their employees, agents, officers, and directors (a “"BMS Party”") from and against any and all Losses losses, liabilities, damages, fees (including, until such time as the Company has notified BMS in writing that it will assume control of a given claim, reasonable attorneys fees and costs of litigation pertaining to such claim), and expenses paid or payable by a BMS Party to a Third Party that result from or arise in connection with with (aA) subject to BMS' indemnity obligations under 6.01 and except for any liability that is an "Excluded Liability" (as such term is defined under the Asset Purchase Agreement), any claim (including including, without limitation, product liability claims, strict liability or tort claims), action or proceeding made or brought against such BMS Party by or on behalf of a Third Party for bodily injury, death or property damage to the extent such injury, death or damage is based on (i) alleged to be or is in fact caused by, or is alleged to or in fact arises from, the Company’s use, promotion, advertising, handling, disposal use or supply of the a Product after the Effective Date (regardless of which Party manufactured it) or (ii) the Company’s 's breach of this AgreementAgreement or the exercise by the Company, its Affiliates or sublicensees of the rights licensed to it under Section 2.13 hereof; or (bB) any claim, action, suit or other proceeding made or brought by a Third Party based on (i) the breach by the Company of any of its representations or warranties contained in Section 5.03 5.03(a), or breach of any material obligation of Company under this Agreement, including breach of applicable Law; or contained in Sections 2.11 and 8.02 (ii) infringement of a Third Party’s 's trademarks or copyrights by reason of Company’s specified labeling of the for Products or any materials used in promoting or advertising the a Product, or (iii) in the event that any changes are made to the Product (including, without limitation, changes to the Specifications, formulation or manufacturing process used to manufacture the Product) after the Effective Date, infringement of a Third Party’s 's patent rights by reason of the manufacture, use, import, export, or sale of the a Product after the Effective Date of such change; provided, however, that by or for the Company shall not be obligated to indemnify or its Affiliates under this Agreement (other than by reason of a BMS Party for any Losses incurred by such BMS Party to manufacturing process used in the extent attributable to manufacture of a breach Product by BMS of this Agreement, or to its Affiliates or any act or omission constituting gross negligence or willful misconduct on the part of BMS or a BMS Party.their

The Company Indemnity. Subject to BMS’ ' indemnity obligations under Section 6.01, the Company shall defend, indemnify and hold harmless BMS, its Affiliates, and its and their employees, agents, officers, and directors (a “"BMS Party”") from and against any and all Losses that result from or arise in connection with with (a) any claim (including product liability claims, strict liability or tort claims), action or proceeding made or brought against such BMS Party by or on behalf of a Third Party for bodily injury, death or property damage to the extent such injury, death or damage is based on (i) the Company’s 's use, promotion, advertising, handling, disposal or supply of the Product after the Effective Date (regardless of which Party manufactured it) or (ii) the Company’s 's breach of this Agreement; or (b) any claim, action, suit or other proceeding made or brought by a Third Party based on (i) the breach by the Company of any of its representations or warranties contained in Section 5.03 or breach of any material obligation of Company under this Agreement, including breach of applicable Law; or (ii) infringement of a Third Party’s 's trademarks or copyrights by reason of Company’s 's specified labeling of the Products or any materials used in promoting or advertising the Product, or (iii) in the event that any changes are made to the Product (including, without limitation, changes to the Specifications, formulation or manufacturing process used to manufacture the Product) after the Effective Date, infringement of a Third Party’s 's patent rights by reason of the manufacture, use, import, export, or sale of the Product after the Effective Date effective date of such change; provided, however, that the Company shall not be obligated to indemnify a BMS Party for any Losses incurred by such BMS Party to the extent attributable to a breach by BMS of this Agreement, or to any act or omission constituting gross negligence or willful misconduct on the part of BMS or a BMS Party.