Examples of GSK Indemnitees in a sentence
The foregoing indemnity obligation shall not apply to the extent that (i) the GSK Indemnitees fail to comply with the indemnification procedures set forth in Section 13.3 and Liquidia’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim that arises from, is based on, or results from any activity set forth in Section 13.2 for which GSK is obligated to indemnify the Liquidia Indemnitees.
The foregoing indemnity obligation shall not apply to the extent that (i) the Liquidia Indemnitees fail to comply with the indemnification procedures set forth in Section 13.3 and GSK’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity set forth in Section 13.1 for which Liquidia is obligated to indemnify the GSK Indemnitees.
Liquidia shall indemnify and hold harmless the GSK Indemnitees from and against any and all Claims arising out of any and all claims by a Royalty Purchaser with respect to or resulting from any sale as described under this Section 17.5(c), except where such Claims are due to GSK’s failure to perform its obligations under the Agreement.
In the event that GSK consents to such subcontracting by the Institution, the Institution (1) shall ensure that such subcontractor indemnifies GSK Indemnitees to the same extent as set forth in Section 10 (c) above and that such subcontracting does not limit or restrict GSK’s indemnification of Institution Indemnitees as set forth in Sections 10 (a) above, and (2) will be responsible for the acts and omissions of its subcontractors.
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.