Common use of Xxxxxx Indemnity Clause in Contracts

Xxxxxx Indemnity. Xxxxxx shall defend, indemnify and hold harmless Onconova, Temple University and their respective Affiliates, directors, officers, agents, successors, assignees and employees (the “Onconova Indemnitees”) from and against any and all Damages to the extent arising from any claim, action or proceeding made or brought against Onconova Indemnitees by a Third Party in connection with (a) the gross negligence, recklessness, or intentional wrongful acts or omissions of Xxxxxx or its Affiliates or their respective employees, officers, independent contractors, consultants, or agents, in connection with the performance by or on behalf of Xxxxxx of Xxxxxx’x obligations or exercise of its rights under this Agreement; (b) any breach by Xxxxxx or its Affiliates or their respective independent contractors of any representation, warranty, covenant, or obligation of Xxxxxx set forth in this Agreement; and (c) the development, manufacture (other than by Onconova, its agents, contract manufacturers or any other Third Parties engaged by Onconova), use, handling, storage, commercialization, transfer, importation, exportation or labeling of the Compounds and/or Licensed Products by or for Xxxxxx or any of its Affiliates or their agents and independent contractors on or after the Effective Date; except in any such case to the extent such Damages are reasonably attributable to any gross negligence, recklessness, willful misconduct, or breach of this Agreement by Onconova or an Onconova Indemnitee; provided that Xxxxxx’x obligation to defend, indemnify and hold harmless Temple University shall be to the extent Onconova would be required to indemnify Temple University pursuant to the Temple Agreement for the relevant claims.

Xxxxxx Indemnity. Xxxxxx shall protect, indemnify, defend, indemnify and hold harmless Onconova, Temple University Purchaser and their respective Affiliatesits members, directors, officers, agents, successors, assignees and employees (the “Onconova IndemniteesPurchaser Indemnified Parties”) from and against any and all Damages claims, demands, actions, damages, expenses, costs, claims, judgments, and liabilities (including, without limitation, interest, penalties, and reasonable attorneys' fees and investigative costs, and including claims for personal injury, death, or property damage) (together, “Claims”) that the Purchaser Indemnified Parties may hereinafter suffer or incur as a result of any actions, claims, or demands by third parties, but only to the extent the Claims arise from bodily injury or tangible property damage caused by the failure of the Equipment or Parts manufactured by Baxter and sold to Purchaser under this Purchase Agreement to perform in accordance with their published specifications and any specific warranty provided by Xxxxxx under this Purchase Agreement. Xxxxxx shall have no obligation under this Section if a Claim arises from the (i) improper storage, handling, or use by a Purchaser Indemnified Party that is otherwise contrary to Xxxxxx’x labeling and instructions for use; (ii) modification of Xxxxxx Equipment or Parts; or (iii) combination of the Equipment or Parts with third party products (except to the extent such Claim arises out of the failure of the Equipment or Parts to meet Xxxxxx’x express warranties). Further, Xxxxxx shall not be obligated hereunder to defend, indemnify, or hold harmless any Purchaser Indemnified Party from any such Claims to the extent arising from any claim, action the Purchaser Indemnified Party’s sole negligence or proceeding made or brought against Onconova Indemnitees by a Third Party in connection with (a) the gross negligence, recklessness, or intentional wrongful acts or omissions of Xxxxxx or its Affiliates or their respective employees, officers, independent contractors, consultants, or agents, in connection with the performance by or on behalf of Xxxxxx of Xxxxxx’x obligations or exercise of its rights under this Agreement; (b) any breach by Xxxxxx or its Affiliates or their respective independent contractors of any representation, warranty, covenant, or obligation of Xxxxxx set forth in this Agreement; and (c) the development, manufacture (other than by Onconova, its agents, contract manufacturers willful misconduct or any other Third Parties engaged by Onconova), use, handling, storage, commercialization, transfer, importation, exportation or labeling actions taken that constitute the unauthorized practice of the Compounds and/or Licensed Products by or for Xxxxxx or any of its Affiliates or their agents and independent contractors on or after the Effective Date; except in any such case to the extent such Damages are reasonably attributable to any gross negligence, recklessness, willful misconduct, or breach of this Agreement by Onconova or an Onconova Indemnitee; provided that Xxxxxx’x obligation to defend, indemnify and hold harmless Temple University shall be to the extent Onconova would be required to indemnify Temple University pursuant to the Temple Agreement for the relevant claimsmedicine.