Indemnification by GW Sample Clauses
The "Indemnification by GW" clause requires GW to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means GW will cover costs such as legal fees, settlements, or judgments if the other party faces claims due to GW's actions, omissions, or breaches of contract. The core function of this clause is to allocate risk by ensuring that GW bears responsibility for specific harms, thereby protecting the other party from financial exposure related to GW's conduct.
Indemnification by GW. GW shall indemnify and hold Novartis, its Affiliates and sublicensees, and their respective officers, directors and employees (“Novartis Indemnitees”) harmless from and against any Claims against them to the extent arising or resulting from:
(a) GW’s, or any of its Affiliates’, licensees’ or contractors’ actions in connection with either (i) the Development of the Products anywhere in the world, or (ii) the Commercialization of the Products outside the Territory;
(b) the negligence or willful misconduct of GW or any of its Affiliates or licensees; or
(c) the breach of any of the covenants, warranties or representations made by GW to Novartis under Article 12 of this Agreement; or
(d) resulting from any allegation of a Third Party that either (i) the activities of Novartis, its Affiliates or Sublicensees under this Agreement with a Product in a particular country in the Territory; or (ii) the manufacture of Products by or on behalf of GW where it is actually manufactured or in the Territory, infringe any Patent Rights (in the form ultimately issued) issuing from patent application *** in the country in which such activity occurs;
(e) resulting from any allegation of a Third Party that either (i) the activities of Novartis, its Affiliates or Sublicensees under this Agreement with a Product in a particular country in the Territory; or (ii) the manufacture of Products by or on behalf of GW where it is actually manufactured or in the Territory, infringe or misappropriate any Relevant Third Party Right for which GW has determined access (through a license or otherwise) is not required or to which GW has failed to obtain such access by license or otherwise such that the Relevant Third Party Right is Controlled by GW and included in the licenses granted to Novartis under Section 2.1; provided, however, that GW shall not be obliged to so indemnify, defend and hold harmless the Novartis Indemnitees for any Claims for which Novartis has an obligation to indemnify GW Indemnitees pursuant to Section 13.2.
Indemnification by GW. GW shall indemnify and hold Novartis, its Affiliates and Sublicensees, and their respective officers, directors and employees (“Novartis Indemnitees”) harmless from and against any Claims to the extent arising or resulting from a breach of the Product Warranties where it is proved that such Product did not meet the Product Warranties, provided, however, that GW shall not be obliged to so indemnify, defend and hold harmless the Novartis Indemnitees for any Claims which arise as a result of the negligence or willful misconduct of NOVARTIS or any of its Affiliates or Sublicensees.
Indemnification by GW. (a) GW hereby indemnifies, defends, and holds harmless Monarch from and against any and all damage, loss, liability, and expense (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Indemnified Amounts") arising out of any misrepresentation or breach of warranty, covenant, or agreement made or to be performed by GW pursuant to this Agreement or the Collateral Agreements; provided, however, that GW shall not have any obligation to indemnify Monarch from and against any Indemnified Amounts: (i) until Monarch has incurred Indemnified Amounts in excess of a Fifty Thousand Dollar ($50,000) deductible (after which point GW will be obligated only to indemnify Monarch from and against further such Indemnified Amounts) or thereafter (ii) to the extent the Indemnified Amounts Monarch has incurred exceed a Ten Million Dollar ($10,000,000) aggregate ceiling (after which point GW will have no obligation to indemnify Monarch from and against further such Indemnified Amounts).
(b) GW shall not be liable under this Section 5.01 for any settlement effected without its consent of any claim, litigation, or proceeding in respect of which indemnity may be sought hereunder, which consent shall not unreasonably be withheld.
Indemnification by GW. (a) GW hereby indemnifies, defends, and holds harmless Monarch from and against any and all damage, loss, liability, and expense (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Indemnified Amounts") arising out of any misrepresentation or breach of warranty, covenant, or agreement made or to be performed by GW pursuant to this Agreement or the Collateral Agreements; provided, however, that GW shall not have any obligation to indemnify Monarch from and against any Indemnified Amounts: (i) until Monarch has incurred Indemnified Amounts in excess of a Fifty Thousand Dollar ($50,000) deductible (after which point GW will be obligated only to indemnify Monarch from and against further such Indemnified Amounts) or thereafter
Indemnification by GW. G&W shall defend, indemnify, and hold Liquidia, its Affiliates, and their respective officers, directors, employees, and agents, (the “Liquidia Indemnitees”) harmless from and against any and all liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees (collectively, “Liquidia Damages”), arising out of or resulting from Third Party claims, suits, demands, proceedings or causes of action (collectively, “Liquidia Claims”) to the extent that such Liquidia Claims arise out of, result from or are based on:
(a) the research, development, making, having made, using, having used, importing, offering to sell, selling and/or having sold a Licensed Product by or on behalf of G&W, its Affiliates or its Sublicensees;
(b) a breach of any of G&W’s obligations under this Agreement, including G&W’s representations, warranties and covenants set forth herein; or
(c) the willful misconduct or negligent acts of G&W, its Affiliates, or the officers, directors, employees, agents, consultants, contractors of G&W or its Affiliates. The foregoing indemnity obligation shall not apply to the extent that the Liquidia Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and G&W’s defense of the relevant Liquidia Claims is prejudiced by such failure, or to the extent that such Liquidia Damages arise out of, result from or are based on any activities set forth in Section 11.1 for which Liquidia is obligated to indemnify G&W Indemnitees or are based on activities in a Supply Agreement for which Liquidia is obligated to indemnify G&W.
Indemnification by GW. Subject to Article 13.3 hereof, GW hereby agrees to defend, indemnify and hold harmless Cellegy and its Affiliates, directors, officers and employees from and against any liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney's fees and expenses incurred in connection with the enforcement of this provision), actions, or claims brought or threatened after the Effective Date of this Agreement and which arise out of injuries occurring after the Effective Date, including but not limited to, any actions in contract (including breach of warranty) or tort (including negligence, strict liability or commercial torts) to the extent that such liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney's fees and expenses incurred in connection with the enforcement of this provision), actions, or claims arise, result from, or relate to:
(i) any breach of any of the representations or warranties of GW contained in Article 2.2 hereof, or
(ii) any manufacture, use, sale, development, testing, distribution, marketing or disposal of the Compound or the Licensed Products by GW, its Affiliates or Sublicensees Provided, however, that GW shall have no obligation to indemnify Cellegy to the extent that such liabilities, losses, fines, penalties, damages or expenses are caused by Cellegy's breach of Article 2.1(m).
Indemnification by GW. With respect to claims brought by Third --------------------- Parties against IGI related to the Products, GW agrees, subject to the compliance by IGI with its obligations set forth in Section 12.3 below, to indemnify, defend and hold harmless IGI, its Affiliates, and their respective directors, officers, employees and agents from and against any Damages arising out of or in connection with any breach of the representations, warranties, agreements or covenants of GW hereunder, except to the extent caused by IGI's negligent acts or omissions or willful misconduct.
Indemnification by GW. Subject to Lung Rx' compliance with its obligations set forth in Section 9.3 below, GW agrees to indemnify and hold Lung Rx, its Affiliates and its and their directors, officers, employees and agents harmless from and against any liability, or damages or expenses in connection therewith (including reasonable attorneys' foes and costs and other expenses of litigation) resulting from (i) the breach by GW of any of its representations, warranties or covenants contained in this Agreement; or (ii.) the successful enforcement (i.e., a judgment issued by a court of competent jurisdiction against GW, unappealable or unappealed by GW within the time allowed therefor) by Lung Rx of its indemnification rights set forth in clause (i) of this Section 9.2.