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.
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.
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.
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).
We cannot warrant that use of the Products will be error free or fit for purpose, timely, that defects will be corrected, or that the site or the server that makes it available are free of viruses or bugs or represents the full functionality, accuracy, reliability of the Products and we do not make any warranty whatsoever, whether express or implied, relating to fitness for purpose, or accuracy.
Notwithstanding any provision of this Agreement to the contrary, in no event shall either Party be liable to the other, or have any obligation to indemnify any GSK Indemnitee or Draxis Indemnitee, as the case may be, for any consequential or indirect damages or Losses including any loss of profits suffered by GSK or Draxis, however caused and on any theory of liability, regardless of any failure of essential purpose of any remedy available under this Agreement.
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.
The foregoing indemnification obligations shall not apply in each case to the extent any particular Loss is a direct result of (i) the negligence or intentional misconduct of a GSK Indemnitee, (ii) a breach by GSK of a representation, warranty, covenant or obligation hereunder or (iii) any matter for which GSK is obligated to indemnify DENDREON pursuant to Section 10.1 above, or (iv) any failure by GSK to comply with the applicable Regulatory Acts.
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 15.1 (Indemnification), any GSK Indemnitee or any ITEOS Indemnitee (each, an “Indemnitee”), as the case may be, shall promptly notify the Indemnifying Party in writing.
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: [*].