Indemnification by INEX Clause Samples
The "Indemnification by INEX" clause requires INEX to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions attributable to INEX. Typically, this means that if a third party brings a claim against the other party due to INEX's negligence, breach of contract, or misconduct, INEX will be responsible for covering legal costs, settlements, or judgments. This clause serves to allocate risk by ensuring that the party harmed by INEX's actions is not financially burdened by issues caused by INEX, thereby promoting fairness and accountability in the contractual relationship.
Indemnification by INEX. INEX hereby agrees that it shall be responsible for, indemnify, hold harmless and defend Hana, its Representatives, and their respective heirs, successors and assigns (collectively, the “Hana Indemnitees”), from and against any and all Damages suffered or incurred by any Hana Indemnitee arising out of, relating to, resulting from or in connection with any Third Party claims arising out of or relating to:
12.2.1 the breach of any representation or warranty made by INEX herein;
12.2.2 the default by INEX in the performance or observance of any of its obligations to be performed or observed hereunder; and
12.2.3 the breach by INEX of any Regulatory Requirements, regulations and guidelines in connection with any Patents and Technology; The foregoing shall not apply to the extent that such Damages are due to:
12.2.4 the breach of any representation or warranty made by Hana herein;
12.2.5 the default by Hana in the performance or observance of any of its obligations to be performed or observed hereunder;
12.2.6 the breach by Hana of any Regulatory Requirements, regulations and guidelines in connection with any Product; and
12.2.7 any injury or death to any person or damage to any property caused by any Product provided by Hana or its Licensee or Sublicensees, whether claimed by reason of breach of warranty, negligence, product defect or otherwise, and regardless of the form in which any such claim is made.
Indemnification by INEX. INEX hereby agrees that it shall be ----------------------- responsible for, indemnify, hold harmless and defend ESPERION and ESPERION's Affiliates, and their respective Board of Governors, directors, officers, employees, faculty, students, invitees, managing members, shareholders, partners, attorneys, accountants, consultants and agents and their respective heirs, successors and assigns (collectively, the "ESPERION Indemnities"), from and against any and all Losses suffered or incurred by any ESPERION Indemnity arising out of, relating to, resulting from or in connection with (a) any third party claims arising out of or relating to the breach of any representation or warranty made by INEX herein, and (b) any third party claims arising out of or relating to the default by INEX in the performance or observance of any of its obligations to be performed or observed hereunder, and (c) losses relating to the ▇▇▇▇▇▇▇▇ Claim that are (i) damages, costs, and expenses awarded against any ESPERION Indemnity relating to the ▇▇▇▇▇▇▇▇ Claim, (ii) any amounts payable in connection with the settlement or compromise of any claims relating to the ▇▇▇▇▇▇▇▇ Claim, and (iii) any legal expenses, such as but not limited to, reasonable legal fees, and any other expenses for investigating or defending any actions or threatened actions. Reasonable legal fees, in this section, means legal fees paid to attorneys appointed by FNEX to defend ESPERION against the ▇▇▇▇▇▇▇▇ Claim, or should ESPERION select its own attorneys to make such defense, reasonable legal fees that explicitly distinguish legal expenses relating to the ▇▇▇▇▇▇▇▇ Claim from all other business between ESPERION and its own attorneys. The foregoing shall not apply to the extent that such Losses are due to the negligence or willful misconduct of any of ESPERION Indemnities.
Indemnification by INEX. INEX hereby agrees that it shall be responsible for, indemnify, hold harmless and defend Aradigm and Aradigm’s Affiliates, and their respective Representatives, invitees, shareholders, partners, attorneys and accountants and their respective heirs, successors and assigns (collectively, the “Aradigm Indemnitees”), and the UBC Indemnitees from and against any and all Losses suffered or incurred by any Aradigm Indemnitee or UBC Indemnitee arising out of, relating to, resulting from or in connection with any Third Party claims arising out of or relating to:
12.2.1 the breach of any representation or warranty made by INEX herein;
12.2.2 the default by INEX in the performance or observance of any of its obligations to be performed or observed hereunder; and
12.2.3 the breach by INEX of any applicable laws, regulations and guidelines in connection with any Licensed Product or in the performance or observance of any of its obligations to be performed or observed hereunder. The foregoing shall not apply to the extent that such Losses are due to:
12.2.4 the breach of any representation or warranty made by Aradigm herein;
12.2.5 the default by Aradigm in the performance or observance of any of its obligations to be performed or observed hereunder;
12.2.6 the breach by Aradigm, its Affiliates or Sublicensees of any applicable laws, regulations and guidelines in connection with any Licensed Product or in the performance or observance of any of its obligations to be performed or observed hereunder; and
12.2.7 any injury or death to any person or damage to any property caused by any Licensed Product provided by Aradigm, its Affiliates or Sublicensees, whether claimed by reason of breach of warranty, negligence, product defect or otherwise, and regardless of the form in which any such claim is made.
Indemnification by INEX. 14.2.1 Inex hereby agrees that it shall be responsible for, indemnify, hold harmless and defend Enzon and Enzon's Affiliates and Sublicensees, and their respective shareholders, partners, Representatives, and their respective heirs, successors and assigns (collectively, the "Enzon Indemnitees"), from and against any and all Losses suffered or incurred by any Enzon Indemnitee arising out of, relating to, resulting from or in connection with:
(a) any claim by Inex's employees arising out of the employment by Inex of such employees and related to the employment relationship or termination thereof; or
(b) any Third Party claims arising out of or relating to:
(i) the breach of any representation or warranty made by Inex in any Related Agreement;
(ii) Inex's failure to convey to Enzon Intellectual Property Rights under the Regents' Patents at least co-extensive (within the Field and within the Territory as defined in the Related Agreements) with the scope of the Intellectual Property Rights under the Regents' Patents purported to be granted by Elan to IE pursuant to the Elan License;
(iii) the default by Inex in the performance or observance of any of its obligations to be performed or observed under any Related Agreement; *** Indicates the omission of confidential material pursuant to a request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The Confidential material is being filed separately with the Secretary to the Securities and Exchange Commission.
(iv) the breach by Inex of any Regulatory Requirements in connection with the Product or in the performance or observance of any of its obligations to be performed or observed under any Related Agreement; or
(v) the negligence or wilful misconduct of Inex or its Representatives.
14.2.2 The foregoing shall not apply to the extent that such Losses are due to:
(a) the breach of any representation or warranty made by Enzon in the Related Agreements;
(b) the default by Enzon in the performance or observance of any of its obligations to be performed or observed under the Related Agreements;
(c) the breach by Enzon, its Affiliates or Sublicensees of any Regulatory Requirements in connection with the Product or in the performance or observance of any of its obligations to be performed or observed under the Related Agreements; or
(d) the negligence or wilful misconduct of Enzon or its Representatives.
Indemnification by INEX. Subject to limit set forth in Section 8.1(b)(ii), INEX hereby agrees that it shall be responsible for, indemnify, hold harmless and defend Hana, its Representatives, and their respective heirs, successors and assigns (collectively, the “Hana Indemnitees”), from and against any and all Damages suffered or incurred by any Hana Indemnitee arising out of, relating to, resulting from or in connection with any Third Party claims arising out of or relating to:
(a) the breach of any representation or warranty made by INEX herein;
(b) the default by INEX in the performance or observance of any of its obligations to be performed or observed hereunder; and
(c) the breach by INEX of any Regulatory Requirements, regulations and guidelines in connection with any Technology. The foregoing shall not apply to the extent that such Damages are due to:
(d) the breach of any representation or warranty made by Hana herein;
(e) the default by Hana in the performance or observance of any of its obligations to be performed or observed hereunder;
(f) the breach by Hana or its Sublicensees, of any Regulatory Requirements, regulations and guidelines in connection with any Product; and
(g) any injury or death to any Person or damage to any property caused by any Product provided by Hana or its Sublicensees, whether claimed by reason of breach of warranty, negligence, product defect or otherwise, and regardless of the form in which any such claim is made.