By Manufacturer. Notwithstanding any other provisions of this Agreement, the Company agrees, if so requested after being advised of the basis on which Manufacturer has requested return of the Products to return to the Manufacturer, at the Manufacturer’s expense, any Products that are, or are claimed to be, damaged or defective, or otherwise to dispose of such Products as the Manufacturer may direct. Upon such return, Manufacturer shall Manufacture at no cost to Company such quantity of Products alleged by Manufacturer to be damaged or defective and subject to Section 13.1 hereof reimburse Company for the loss or damage to the API arising from Manufacturer’s negligence, which negligence shall be limited to (i) mishandling or improper storage of the API, excipients, packaging materials, Granulations or containers in which any of the foregoing are stored or transported; (ii) mishandling, improper operation of or failure to maintain equipment; (iii) failure to follow batch records, standard operating procedures, Company’s written instructions or (iv) such other conduct determined to be negligent by a court of competent jurisdiction.
By Manufacturer. Except as may be limited by Section 13.1 of this Agreement, from and after the Effective Date, the Manufacturer shall indemnify, defend and hold harmless the Company and its Affiliates and their respective officers, directors, employees, agents, advisors and shareholders (“Company Indemnified Parties”) from and against any and all suits, claims, judgments, losses, liabilities, costs or expenses (including reasonable attorneys fees) and damages of any kind or character (“Losses”) which any Company Indemnified party may suffer or incur either directly or indirectly or in connection with any suits, claims, demands, actions, causes of action, liabilities, proceedings, investigations, inquiries, injunctions or regulatory actions by a third party to the extent such Losses arise from or arising solely from a breach by the Manufacturer of any of its representations, warranties, agreements, covenants or obligations contained in or made pursuant to this Agreement.
By Manufacturer. (a) Manufacturer hereby agrees to indemnify, defend and hold harmless Hospital and its directors, trustees, officers, shareholders, agents, and employees, including, but not limited to Principal Surgeon and assistants in the Surgery (hereafter collectively referred to as “Hospital Indemnitees”) from and against any and all claims, liabilities, losses, judgments, obligations, damages, costs and expenses (including reasonable attorneys’ fees) (collectively “Claims”) arising out of claims made or brought on behalf of Patient (or his representatives or dependents) for personal injury (including death) that arises from or is attributable to the design, production, manufacture of the Device.
By Manufacturer. Manufacturer shall indemnify, defend and hold harmless Company and its Affiliates and their respective officers, employees and agents (“Company Indemnitees”) from and against any and all Losses to which any Company Indemnitee may become subject as a result of any Claim arising out of or related to (a) Manufacturer’s breach of any representation or warranty made by Manufacturer in this Agreement or (b) the handling, possession, storage or use of Pramlintide Acetate or Product by or on behalf of Manufacturer prior to delivery of Product by Manufacturer to Company, except to the extent Company is obligated to indemnify Manufacturer with respect to such Losses under Section 10.1 or the Losses are based on the negligence or willful misconduct of any Company Indemnitee. Company Indemnitee shall promptly and in any event within thirty (30) days notify Manufacturer of any known Claim which is the subject of Losses. Company Indemnitees shall fully cooperate with Manufacturer in the defense or settlement of any claim of Losses under this Section 10.2; provided, however, that no Company Indemnitee shall be required to admit fault or responsibility in connection with any settlement. Company Indemnitees shall have the right to select and to obtain representation by separate legal counsel at Company’s own expense.
By Manufacturer. BAXTER shall indemnify and hold harmless AMYLIN and Collaboration Partner and their respective Affiliates and their respective officers, employees and agents (“AMYLIN Indemnitees”) from and against any and all Losses to which any AMYLIN Indemnitee may become subject as a result of any Claim arising out of or related to (a) XXXXXX’x breach of any representation or warranty made by BAXTER in this Agreement or (b) the negligence or willful misconduct of BAXTER in the Production of Product, except in each case to the extent AMYLIN is obligated to indemnify BAXTER with respect to such Losses under Section 14.1 or the Losses are based on the negligence or willful misconduct of any AMYLIN Indemnitee.
By Manufacturer. MANUFACTURER shall defend and indemnify Company from and against any and all claims that may arise out of or in connection with any: (a) property damage or bodily injury (including death), if and to the extent the same is attributable to the fault, negligence or strict liability of MANUFACTURER, or any employee, contractor or supplier of MANUFACTURER, or any other Person acting under the direction or supervision of MANUFACTURER or its subcontractors or suppliers (other than Company or Company’s employees, subcontractors or suppliers); “[redacted]” Without limiting the foregoing, MANUFACTURER shall pay or reimburse any and all costs and expenses (including, but not limited to, reasonable attorneys’ fees) incurred in connection with the defense, settlement or satisfaction of any such claim.
By Manufacturer. (i) If Licensee ceases to function as a going concern or makes an assignment for the benefit of creditors; if a petition in bankruptcy is filed by or against the Licensee, resulting in an adjudication of bankruptcy;
By Manufacturer. This Agreement may be terminated by Manufacturer at its option and without prejudice to any other remedy to which it may be entitled at law, in equity, or otherwise under this Agreement, in the following circumstances and in the manners indicated:
By Manufacturer. Manufacturer shall indemnify, defend and hold harmless the Buyer Indemnified Parties (and, as applicable, any contractors of Buyer) from and against any and all Losses resulting from claims of third parties (i.e., parties other than the parties hereto and their Affiliates and, as applicable, any contractors of Buyer) to the extent such Losses arise out of or result from a failure of Finished US Goods to be manufactured by Manufacturer or its Affiliates, subcontractors or assignees hereunder in accordance with applicable cGMP Requirements and the Specifications; provided, however, that Manufacturer shall not be so obligated (i) with respect to any failure of Finished US Goods to be manufactured in accordance with applicable cGMP Requirements and the Specifications where such Finished US Goods were not rejected by Buyer and the same is known, or reasonably should have been known, to Buyer or any of its Affiliates, contractors or assignees or (ii) to the extent any such Losses result from (x) any act or omission of Buyer or any of its Affiliates, contractors or assignees constituting negligence, recklessness or willful misconduct or (y) any breach of this Agreement by Buyer or any of its Affiliates, contractors or assignees.
By Manufacturer. Manufacturer represents and warrants to Distributor that:
