By Horizon. Horizon shall indemnify, defend and hold harmless sanofi-aventis US and its officers, directors, agents, affiliates and their respective employees and representatives from and against any and all Losses that arise out of or are attributable to (a) the failure of the Horizon Materials to meet the specifications for such materials set forth in Schedule 1.7 hereto at the time of delivery to sanofi-aventis US; (b) any claim by a third party that the use by sanofi-aventis US of the HZT-501 IP to perform the obligations of sanofi-aventis US under this Agreement in compliance with the terms of this Agreement or as directed by Horizon, including, without limitation, the manufacture or testing of the Products, infringes its intellectual property rights; (c) any breach of any representation, warranty or covenant made by Horizon hereunder; (d) any development, testing, use marketing, distribution, importation, sale or offer for sale of the Product by or on behalf of Horizon (including, without limitation, product liability claims) or (e) the gross negligence or willful misconduct or wrongdoing of Horizon or any person whose actions or omissions Horizon is legally liable for, except, in each of (a), (b), (c), (d), or (e) to the extent that such Losses are indemnified by sanofi-aventis US pursuant to Section 6.1. If a party becomes aware of any claim or allegation by any third party that the performance of any services contemplated by this Agreement infringe such third party’s intellectual property rights, it shall promptly inform the other party, and the parties shall discuss such matter and a proposed resolution. Either party may, following such discussion, delay performance of its obligations hereunder pursuant to the force majeure provision in Section 9.1 pending satisfactory resolution of such matter or terminate this Agreement upon written notice to the other party. If the use of the HZT-501 IP in the manufacture or testing of the Product pursuant to this Agreement becomes, or in Horizon’s opinion is likely to become, the subject of an action by a third party alleging infringement of such third party’s intellectual property rights, Horizon may, at Horizon’s’ sole election and expense, either (a) procure, in form an manner satisfactory to sanofi-aventis US, the right to continue using the relevant the HZT-501 IP to permit sanofi-aventis US to perform its obligations under this Agreement without infringing such rights, or (b) replace or modify the HZT-IP or the pro...
By Horizon. Horizon shall indemnify and hold harmless BTS Company, its Affiliates, directors, officers, shareholders, agents, and employees thereof from and against any fine, penalty, loss, cost, damage, injury, claim, expense (including reasonable attorney and other professional fees and costs and all reasonable fees and costs associated with enforcing this indemnification), or liability incurred by BTS Company as the result of any act, error, omission, non-performance by negligence, or wrongful act of Horizon arising directly out of the performance of this Agreement, including any election by Horizon to pursue certain rights under this Agreement.
By Horizon. Horizon hereby pledges and grants to Lender a first priority security interest in and to Horizon's right, title and interest in and to the following property and interests in property, whether now owned or existing or hereafter acquired or arising and wheresoever located: all of Horizon's property, including without limitation, the following: (a) accounts, chattel paper, contract rights, instruments, documents and general intangibles ("ACCOUNTS"), and all goods whose sale, lease or other disposition by Horizon have given rise to Accounts and have been returned to or repossessed or stopped in transit by Horizon, (b) all inventory; (c) all furniture, fixtures and equipment; (d) monies, reserves, deposits, deposits accounts and interest or dividends thereon, lock box accounts, securities, cash, cash equivalents and other personal property (tangible or intangible) of Horizon now or at any time or times hereafter, (e) all books, records and computer records in any way relating to the Collateral herein described, and (f) all products and proceeds of the foregoing, including without limitation, proceeds of insurance policies insuring the foregoing (all of the foregoing property collectively the "HORIZON COLLATERAL"). The Stock Collateral, the Contract Collateral and the Horizon Collateral is collectively called the "COLLATERAL." 7.2
By Horizon. In the event any claim is brought by any third party against Van Kampen, any of the Trusts, or any of Van Kampen's affiliates that xxxxxxx xx, arises out of or is based upox xxx xxxxxxmance by Horizon of its obligations hereunder, or the failure of Horizon to comply with any law, rule or regulation, Van Kampen, the Trusts, or Van Kampen's affiliates, as the case may be, xxxxx xxomptly notify Horxxxx xxx Xxxizon shall defend such claim at its expense and under its control. Horizon shall indemnify and hold harmless Van Kampen, the Trusts, and Van Kampen's affiliates against any judgmexx, xxxxxxity, loss, cost or xxxxxx (xxxluding litigation costs and reasonable attorneys' fees) arising from or related to such claim, whether or not such claim is successful. Van Kampen, the Trusts, or Van Kampen's affiliates, as the case may be, xxxxx xxve the right, at xxxxx xxxxxxe, to participate in the defense of such claim through counsel of their own choosing; provided, however, Horizon shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, neither Van Kampen, the Trusts, nor any of Van Kampen's affiliates shall be enxxxxxx xx indemnification hereunder xx xxx xxxxnt that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the gross negligence or willful misconduct of Van Kampen, the Trusts, or Van Kampen's affiliates.
By Horizon. In the event any claim is brought by any third party against Invesco, any of the Trusts, or any of Invesco's affiliates that relates to, arises out of or is based upon the performance by Horizon of its obligations hereunder, or the failure of Horizon to comply with any law, rule or regulation, Invesco, the Trusts, or Invesco's affiliates, as the case may be, shall promptly notify Horizon and Horizon shall defend such claim at its expense and under its control. Horizon shall indemnify and hold harmless Invesco, the Trusts, and Invesco's affiliates against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim, whether or not such claim is successful. Invesco, the Trusts, or Invesco's affiliates, as the case may be, shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, Horizon shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, neither Invesco, the Trusts, nor any of Invesco's affiliates shall be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the gross negligence or willful misconduct of Invesco, the Trusts, or Invesco's affiliates.
By Horizon. Horizon represents and warrants to Medtronic that (a) the execution, delivery and performance of this Agreement by Horizon does not conflict with, or constitute a breach of any order, judgment, agreement, or instrument to which Horizon is a party; (b) the execution, delivery and performance of this Agreement by Horizon does not require the consent of any person or the authorization of (by notice or otherwise) any governmental or regulatory authority; and (c) Horizon has not been excluded from participation in the Medicare or Medicaid program, or another state or federal health insurance program, and neither it nor any of its officers or directors has ever been convicted of a felony under the laws of the United States for conduct relating to the development or approval of a medical product or relating to the marketing or sale of a medical product.
By Horizon. (i) upon written notice to the Company following the payment of all Development Funding to the Company;
