GSK Indemnitee definition

GSK Indemnitee shall have the meaning provided in Section 11.2 of this Agreement.
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GSK Indemnitee has the meaning given in Clause 28.2.
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GSK Indemnitee shall have the meaning set forth in Section 11.1.
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Examples of GSK Indemnitee in a sentence

  • The foregoing indemnification obligations shall not apply in each case to the extent any particular Loss is a direct result of (i) GSK's breach of any covenant, obligation, representation or warranty under this Agreement, (ii) negligent acts, omissions or willful misconduct of any GSK Indemnitee, or (iii) any matter for which GSK is obligated to indemnify Prometheus pursuant to Section 11.1 above.

  • If a recall is required due to any negligence or willful misconduct of a GSK Indemnitee, GSK will bear all such costs and expenses incurred ix xxxxxxxxxx xxxx xuch recall and will indemnify the ALLERGAN Indemnitees (as defined in Section 8.2) from and against any and all Liabilities incurred by the ALLERGAN Indemnitees that are proven to be attributable solely to the negligence or willful misconduct of GSK.

  • A GSK Indemnitee claiming indemnification hereunder shall promptly notify ViaCell of any Claim, upon becoming aware thereof, and permit ViaCell at ViaCell's cost to defend against such Claim and shall cooperate in the defense thereof.

  • Upon becoming aware or receipt of notice of any Third Party claim that may be subject to indemnification by the other Party (the “Indemnifying Party”) under this Section 14.1, any GSK Indemnitee or any IDEAYA Indemnitee (each, an “Indemnitee”), as the case may be, shall promptly notify the Indemnifying Party in writing.

  • Subject to the remainder of this Article 13 (Indemnification), Amgen will defend, indemnify, and hold harmless GSK, its Affiliates, and their respective directors, officers, employees, agents and representatives (collectively, “GSK Indemnitees”), at Amgen’s cost and expense, from and against any and all Losses arising out of any Third Party Claims brought against any GSK Indemnitee to the extent such Losses: [*].

  • Items (i) through (iii) are hereinafter collectively referred to as a “GSK Loss.” Astex will have no obligation to indemnify GSK Indemnitees, to the extent that any GSK Loss is due to the negligence, recklessness, willful misconduct or otherwise caused by any GSK Indemnitee.

  • In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld, conditioned or delayed and shall not be required while an Event of Default under clauses (a), (b), (d) (solely with respect to a breach of Section 6.12), (h), (i) or (m) of Article VII has occurred and is continuing).

  • Tools by Kymera and its Affiliates, and its and their respective licensees and commercial partners; except in each case of (a), (b) and (c) to the extent that a Third-Party Claim arises out of or results from the gross negligence or willful misconduct of any GSK Indemnitee; GSK’s breach of its warranties or representations under this Agreement; or the Development and Commercialization of Collaboration Ligase Products, E3 Ligase Binders or Collaboration Protac Tools by GSK.

  • Items (i) through (iii) are hereinafter collectively referred to as a “GSK Loss.” SGI will have no obligation to indemnify GSK Indemnitees, to the extent that any GSK Loss is due to the negligence, recklessness, willful misconduct or otherwise caused by any GSK Indemnitee.

  • Subject to the remainder of this Article 11 (Indemnification), Amgen will defend, indemnify, and hold harmless GSK, its Affiliates, and their respective directors, officers, employees and agents (collectively, “GSK Indemnitees”), at Amgen’s cost and expense, from and against any and all Losses arising out of any Claims brought against any GSK Indemnitee by a Third Party to the extent such Losses result from: [*].


More Definitions of GSK Indemnitee

GSK Indemnitee has the meaning ascribed to that term in Section 10.1.
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GSK Indemnitee has the meaning ascribed to such term in Section 7.5.
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GSK Indemnitee will have the meaning set forth in Section 9.3.
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GSK Indemnitee shall have the meaning set forth in Section 14.2.
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GSK Indemnitee is defined in Section 7.6(a).
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Related to GSK Indemnitee

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • BANK INDEMNITEES means Bank, its Subcustodians, and their respective nominees, directors, officers and employees.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Licensor Indemnitees has the meaning set forth in Section 9.1.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnitees has the meaning specified in Section 10.04(b).

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Indenture Indemnitee means (i) WTNA and the Mortgagee, (ii) each separate or additional trustee appointed pursuant to the Trust Indenture, (iii) the Subordination Agent, (iv) each Liquidity Provider, (v) each Pass Through Trustee and each Related Note Holder, (vi) the Paying Agent, (vii) the Escrow Agent and (viii) each of the respective directors, officers, employees, agents and servants of each of the persons described in clauses (i) through (vii) inclusive above.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Investor Indemnified Party is defined in Section 4.1.

  • Lender Indemnitees shall have the meaning set forth in Section 11.13(b).

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.