Examples of Genzyme Indemnitees in a sentence
The foregoing indemnification obligation shall not apply to the extent that the Genzyme Indemnitees fail to comply with the indemnification procedures set forth in Sections 11.3 and 11.4 and X4’s defense of the relevant Claims is prejudiced by such failure.
Isis will have no obligation to indemnify the Genzyme Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Genzyme in this Agreement, or any breach or violation of any covenant or [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request.
Upon the expiration of 18 months after the Closing Date, the remaining Potential Liabilities Holdback Amount (plus any and all interest accrued thereon) will be released to EXACT; provided that if any claim for indemnification on the part of any of the Genzyme Indemnitees is outstanding on such date, then the amount of such claim will be retained from the portion to be released to EXACT.
Semnur’s obligation to Indemnify the Genzyme Indemnitees pursuant to this Section 9.1.2 shall not apply to the extent that any such Liabilities are the result of a material breach by Genzyme of its obligations, representations, warranties or covenants under this Supply Agreement or Genzyme’s gross negligence or willful misconduct.
The remaining Potential Liabilities Holdback Amount following such release will continue to be held by Genzyme and, upon resolution of the outstanding claims and payment of any indemnification owing to the applicable Genzyme Indemnitees, any portion of the Potential Liabilities Holdback Amount then remaining (plus any and all interest accrued thereon) will be released to EXACT.
Following Closing, if any of the Genzyme Indemnitees becomes entitled to indemnification pursuant to this Agreement, Genzyme will apply that portion of the Potential Liabilities Holdback Amount as will be equal to the amount of such indemnification.
Upon the expiration of 12 months after the Closing Date, 50% of the Potential Liabilities Holdback Amount (plus any and all interest accrued thereon) will be released to EXACT; provided that if any claim for indemnification on the part of any of the Genzyme Indemnitees is outstanding on such date, then the amount of such claim will be retained from the portion to be released to EXACT.
Other than those, there had been no suggested changes.MS DE BOER-BUQUICCHIO said that she had listened with great care to the Director General’s amendment concerning the intervention made by the European representative, and appreciated that this was an improvement on the text as the representative had not quite made it clear that she was making a formal reservation.