Indemnification by ICN Clause Samples
The "Indemnification by ICN" clause requires ICN to compensate or protect the other party from losses, damages, or legal claims arising from specific actions or omissions attributable to ICN. Typically, this means that if a third party sues or makes a claim against the other party due to ICN's negligence, breach of contract, or misconduct, ICN will cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that the party responsible for causing harm bears the financial consequences, thereby protecting the other party from liabilities outside their control.
Indemnification by ICN. (a) ICN shall indemnify, defend and hold harmless Schering and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, an "Schering Indemnified Party") from and against any Liability which the Schering Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by ICN of any covenant, representation or warranty contained in this Agreement, (ii) any negligent act or omission or willful misconduct of ICN (or any Affiliate thereof) in providing the Know-How or in the manufacture, promotion, marketing or sale of the Product or any other activity conducted by ICN under this Agreement which is the proximate cause of injury, death or property damage to a third party, or (iii) the successful enforcement by an Schering Indemnified Party of any of the foregoing.
(b) ICN also shall indemnify, defend and hold harmless each Schering Indemnified Party from and against any Liability which the Schering Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with any negligent act or omission or willful misconduct of ICN (or any Affiliate thereof) in the manufacture, promotion or marketing of the Product or any other activity conducted by ICN under this Agreement after the Exclusive Period which is the proximate cause of injury, death or property damage to a third party.
Indemnification by ICN. Subject to Section 6.3, ICN shall indemnify, defend, and hold harmless Ribapharm, all Ribapharm Affiliates, and each of their respective directors, officers and employees (in their capacities as such), from and against:
(a) all Losses relating to, arising out of, or due to, directly or indirectly, any breach by ICN or any ICN Affiliate of any of the provisions of this Agreement;
(b) all Losses relating to, arising out of, or due to, directly or indirectly, any incorrect, inaccurate or incomplete financial and other information provided by ICN or any ICN Affiliate to Ribapharm pursuant to Section 5.1 of this Agreement;
(c) all Losses relating to, arising out of, or due to, directly or indirectly, any expenses, monetary judgment or settlement incurred in connection with the pending civil lawsuit by the SEC against ICN and related parties in the United States District Court for the Central District of California, the plea settling the US Attorney's Office investigation in the United States District Court for the Central District of California or the litigation involving the Republic of Serbia, the Federal Republic of Yugoslavia and the State Health Fund of Serbia relating to ICN's interest in ICN Yugoslavia; and
(d) all Losses that result from any Third-Party Claim arising out of the business or operation of the ICN Business.
Indemnification by ICN. ICN will at all times, during and after the Term, indemnify, defend and hold harmless Metabasis, its Affiliates, and its directors, officers, employees, and agents against any and all claims, demands, actions and liabilities, including reasonable attorneys' fees and costs (collectively, CLAIMS), arising out of or relating to (i) any breach of any representation, warranty or covenant of ICN under this Agreement or (ii) the possession, storage, transport, manufacture, use, administration, sale, distribution or other disposition of the Licensed Compound or Products by or on behalf of ICN or its Affiliates or Sublicensees. This indemnity obligation will not apply to:
(a) any Claim indemnifiable by Metabasis under Section 10.2; or
(b) to the extent that any claim, loss, damage, liability or Third Party claim or suit is the result of any grossly negligent act or willful misconduct of Metabasis, its Affiliates, or its Sublicensees, or their directors, officers, employees or agents.
Indemnification by ICN. (a) ICN shall indemnify, defend and hold harmless Schering and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, an "Schering Indemnified Party") from and against any Liability which the Schering Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by ICN of any covenant, representation or warranty contained in this Agreement, (ii) any negligent act or omission or willful misconduct of ICN (or any Affiliate thereof) in providing the Know-How or in the manufacture, promotion, marketing or sale of the Product or any other activity conducted by ICN under this Agreement which is the proximate