Abbott. Abbott agrees to defend CTI and its Affiliates at its cost and expense, and will indemnify and hold CTI and its Affiliates and their respective directors, officers, employees and agents (the "CTI Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (i) any breach by Abbott of any of its representations, warranties or obligations pursuant to this Agreement, or (ii) personal injury from the development, manufacture, use, sale or other disposition of Abbott Products by Abbott, its Affiliates, licensees, distributors or collaborators. In the event of any such claim against the CTI Indemnified Parties by any Third Party, CTI shall promptly notify Abbott in writing of the claim and Abbott shall manage and control, at its sole expense, the defense of the claim and its settlement. The CTI Indemnified Parties shall cooperate with Abbott and may, at their option and expense, be represented in any such action or proceeding. Abbott shall not be liable for any litigation costs or expenses incurred by the CTI Indemnified Parties without Abbott prior written authorization. In addition, Abbott shall not be responsible for the indemnification of any CTI Indemnified Party arising from any negligent or intentional acts by such CTI Indemnified Party, or as the result of any settlement or compromise by the CTI Indemnified Parties without Abbott prior written consent.
Abbott. Where Abbott is the Other Party and Neurocrine terminated […***…] pursuant to 11.4(a), the provisions of Section 11.2(b) shall apply provided however, that if this Agreement is terminated only with respect to […***…], the provisions of Section 11.2(b) shall apply mutatis mutandis to termination by Neurocrine pursuant to this Section but only with respect to […***…].
Abbott. Abbott shall have full responsibility and discretion in conducting, including settling, any Tax Contest involving (x) any Tax for which it is responsible under Section 2.01(a), (y) any Covered Transaction Tax for which Hospira is responsible under Section 3.01(b), except as provided in paragraph (iii), below and (z) any Transition Period Tax for which Hospira is responsible under Section 3.02. Abbott shall consult in good faith with Hospira in connection with any Tax Contest described in clauses (y) or (z) of this Section 2.06(b)(ii).
Abbott and Iomed shall cooperate fully in estimating and scheduling production for the first firm order to be placed by Iomed. The first firm order shall cover a period of three (3) consecutive calendar months. Thereafter, firm orders shall be placed monthly and shall cover the next succeeding third month. At the time Iomed places its firm monthly orders, Iomed shall provide to Abbott Iomed's estimate of its monthly requirements for the next succeeding nine (9) calendar month 7 8 period. It is the intent that at all times Abbott shall have in hand firm monthly orders covering the current three (3) calendar month period and Iomed's estimates of its monthly requirements for the next succeeding nine (9) calendar month period.
Abbott. Abbott shall indemnify, defend, and hold harmless HDC and its Affiliates, employees, officers, directors and agents from and against any suit, proceeding, claim, liability, loss, damage, costs or expense, including reasonable attorneys’ fees, which HDC may hereinafter incur, suffer or be required to pay arising out of or resulting from (a) any breach by Abbott of the representations and warranties set forth in Paragraph 5.2 of this Agreement, and (b) any injury or other harm caused solely by Abbott in carrying out its obligations pursuant to the Collaboration.
Abbott. Abbott warrants and represents to HDC that it has the corporate power and authority to enter into this Agreement, that the person executing this Agreement on behalf of Abbott has been authorized to do so, and that the terms of this Agreement do not conflict with or violate any contract binding upon Abbott.