Lonza Indemnitees definition
Examples of Lonza Indemnitees in a sentence
Customer shall indemnify Lonza, its Affiliates, and their respective officers, employees and agents (“Lonza Indemnitees”) from and against any loss, damage, costs and expenses (including reasonable attorney fees) that Lonza lndemnitees may suffer as a result of any Third Party claim arising directly out of [***]; except, in each case, to the extent that such claims resulted from the negligence, intentional misconduct or breach of this Agreement by any Lonza Indemnitees.
Customer shall indemnify Lonza, its Affiliates, and their respective officers, employees and agents (“Lonza Indemnitees”) from and against any loss, damage, costs and expenses (including reasonable attorney fees) that Lonza Indemnitees may suffer as a result of any Third Party claim arising directly out of [***]; except, in each case, to the extent that such claims resulted from the negligence, intentional misconduct or breach of this Agreement by any Lonza Indemnitees.
Customer shall indemnify Lonza, its Affiliates, and their respective officers, employees and agents (“Lonza lndemnitees”) from and against any loss, damage, costs and expenses (including reasonable attorney fees) that Lonza lndemnltees may suffer as a result of any Third Party claim arising directly out of [***]; except, in each case, to the extent that such claims resulted from the negligence, intentional misconduct or breach of this Agreement by any Lonza Indemnitees.
Akouos’ obligations under to this Section 11.1 shall not apply (i) to the extent such Claims result from the negligence or willful misconduct of any of the Lonza Indemnitees, or (ii) with respect to Claims arising out of breach by Lonza of its representations or warranties set forth in Section 13.2.
In the event that it is ultimately determined that a Party that has undertaken to indemnify the Lonza Indemnitees or Akouos Indemnitees, as the case may be, is not obligated to indemnify, defend or hold harmless such Lonza Indemnitees or Akouos Indemnitees, the other Party shall reimburse such Party for any and all costs and expenses (including lawyers’ fees and costs of suit) and any Losses incurred by such Party in its defense of the Claim with respect to such the applicable indemnitee(s).
The assumption of control of the defense of a Claim by a Party pursuant to Section 11.1 or 11.2, as applicable, shall not be construed as an acknowledgement that such Party is liable to indemnify the Lonza Indemnitees or Akouos Indemnitees (as the case may be) in respect of the Claim, nor shall it constitute a waiver by such Party of any defenses it may assert against any claim for indemnification.
The Lonza Indemnitee(s) or Akouos Indemnitee(s), as applicable, shall be entitled to participate in (but not control) such defense and/or settlement proceedings at their own cost and expense using counsel of their choosing.
Customer shall indemnify Lonza, its Affiliates, and their respective officers, employees and agents (“Xxxxx Indemnitees”) for, from and against any loss, damage, costs and expenses (including reasonable attorney fees) that Lonza Indemnitees may suffer as a result of any Third Party claim arising directly out of: *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission.
Customer shall indemnify Lonza, its Affiliates, and their respective officers, employees and agents (“Lonza Indemnitees”) from and against any loss, damage, costs and expenses (including reasonable attorney fees) that Lonza Indemnitees may suffer as a result of any Third Party claim arising directly out of [***].
Vaxcyte shall indemnify, defend and hold harmless Lonza, its Affiliates, and their respective officers, employees and agents (“Lonza Indemnitees”) from and against any Loss that Lonza Indemnitees may suffer as a result of any actual or threatened Third Party Claim arising directly out of [***].