Examples of Bayer Indemnitee in a sentence
The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.
The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED.
In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing.
Disputes arising under or in connection with this Agreement shall be resolved pursuant to this Section 10.6; provided, however, that in the event a dispute cannot be resolved without an adjudication of the rights or obligations of a Third Party (other than a Bayer Indemnitee or Aegerion Indemnitee identified in Sections 8.6(a) or 8.6(b), as applicable), the dispute procedures set forth in this Section 10.6 shall be inapplicable as to such dispute.
In the event that any Indemnitee (either a Bayer Indemnitee or a Symyx Indemnitee) intends to claim indemnification under this Article 12 it shall promptly notify the other party in writing of such alleged Liability.
All indemnification claims in respect of any Bayer Indemnitee or Micromet Indemnitee seeking indemnity under Sections 14.1 or 14.2 (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”).
Nuvelo will be relieved of its obligations only if any failure by the Bayer Indemnitee to deliver prompt notice will have been prejudicial to its ability to defend such claims, suits, actions or demands.
Nuvelo’s obligation to Indemnify the Bayer Indemnitees pursuant to this Section 14.1 will not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Bayer Indemnitee; (ii) that arise from Bayer’s material breach of any representation, warranty, covenant or obligation under this License Agreement; or (iii) for which Bayer is obligated to Indemnify the Nuvelo Indemnitees pursuant to Section 14.2 of this License Agreement.