INDEMNIFICATION BY KING. KING shall defend, indemnify and hold NOVAVAX and its Affiliates, and their respective officers, directors, employees, successors and assigns, harmless from and against any and all claims, liabilities, losses, costs, actions, suits, damages and expenses (other than special, incidental, consequential or punitive damages, but including attorneys' fees and costs) arising out of: (a) any breach by KING of any representation, warranty or covenant contained in this Agreement; and (b) any claims by third parties relating to the performance or nonperformance of KING's obligations under this Agreement; PROVIDED, HOWEVER, that KING shall not be required to indemnify NOVAVAX with respect to any such claim, liability, loss, cost, action, suit, damage or expense hereunder to the extent the same is otherwise covered by NOVAVAX's indemnification obligation in SECTION 9.2, or which arises from NOVAVAX's negligent act or omission or intentional misconduct or that of any NOVAVAX Affiliate.
INDEMNIFICATION BY KING. KING shall defend, indemnify and hold NOVAVAX and its Affiliates, and their respective officers, directors, employees, successors and assigns, harmless from and against any and all claims, liabilities, losses, costs, actions, suits, damages and expenses (other than special, incidental, consequential or punitive damages, but including attorneys' fees and costs) arising out of: (a) any breach by KING of any representation, warranty or covenant contained in this Agreement; (b) the infringement or alleged infringement of any patent, trademark or other intellectual property rights of a third party by its activities with respect to the KING Products or KING Trademarks; (c) any personal injury (including death) and/or property damage resulting from the handling, possession or use of the KING Products; (d) any claims by third parties relating to the performance or nonperformance of KING's obligations under this Agreement; and (e) any other liability arising out of the manufacture, marketing, labeling, distribution or use of the KING Products; provided, however, that KING shall not be required to indemnify NOVAVAX with respect to any such claim, liability, loss, cost, action, suit, damage or expense hereunder to the extent covered by NOVAVAX's indemnification obligation in Section 13.2, or which arises from NOVAVAX's negligent act or omission or intentional misconduct or that of any NOVAVAX affiliate.
INDEMNIFICATION BY KING. (a) KING shall indemnify, defend, and hold harmless NOVAVAX from and against and compensate NOVAVAX for any and all demands, claims, actions, causes of action, assessments, judgments, deficiencies, damage, loss, liability, and expense of any nature whatsoever (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Indemnified Amounts") arising out of, in whole or in part, (i) any misrepresentation or breach of representation, warranty, covenant, or agreement made or to be performed by KING or any non-fulfillment of any obligation of KING pursuant to this Agreement or the Collateral Agreements; (ii) any claim (including, without limitation, a claim based on contract, warranty or tort) arising out of the design, assembly, processing, manufacture, or sale of any Product sold and/or manufactured on or prior to the Closing Date or any services rendered by or on behalf of KING in respect of the Products on or prior to the Closing Date; (iii) any federal, state, local or other tax liability, or any assessment in the nature of any tax, including interest and penalties thereon, with respect to any fiscal period of KING or portion thereof on or prior to the Closing Date or arising out of the sale of the Products or the Assets on or prior to Closing; (iv) the litigation, if any, disclosed on Schedule 4.01(f) hereto and all related proceedings; and (v) any liability not specifically and expressly assumed by NOVAVAX, whether or not known or asserted at or prior to Closing, relating to or arising from the ownership, control, manufacture or sale of the Products or any of the Assets or any other state of facts which existed at or prior to Closing.
INDEMNIFICATION BY KING. King shall defend, indemnify and hold Wyeth and its Affiliates, and their respective officers, directors, employees, successors and assigns, harmless from and against any and all Liabilities (as defined in Section 13.1 above) arising out of or in connection with: (a) any breach by King of any representation, warranty or covenant contained in this Agreement; (b) the infringement or alleged infringement of any patent, trademark or other intellectual property rights of a third party by its activities with respect to the Product(s) or Trademark in accordance with the terms and conditions of this Agreement; (c) any personal injury (including death) and/or property damage resulting from the handling, possession or use of the Product(s); (d) any other Liability arising out of the manufacture, marketing, labeling, distribution or use of the Product(s); and (e) King’s entry into or operation under any agreement between King and any third party, in each case, provided, however, that King shall not be required to indemnify Wyeth with respect to any such claim, liability, loss, cost, action, suit, damage or expense hereunder to the extent the same is caused by any negligent act or omission or intentional misconduct by Wyeth or any of its Affiliates or is otherwise covered by Wyeth’s indemnification obligation in Section 13.1.
INDEMNIFICATION BY KING. Except as otherwise specifically provided, King agrees to defend, indemnify and hold harmless Selamine, its Affiliates, and their respective directors, officers, employees, and agents (the "Selamine Indemnitees") against [***] Liabilities resulting from any claims by a Third Party, arising out of or relating to:
INDEMNIFICATION BY KING. Except as otherwise provided in Section 6.2 below, King shall indemnify, defend and hold Inyx, its Affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any Third Party damages, judgments, claims, suits, actions, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or connected with (a) King’s negligent acts or omissions or willful misconduct in connection with King’s activities in support of Inyx’s performance of the Services hereunder, (b) King’s material breach of any of its warranties, representations, or covenants hereunder, or (c) a claim that the Services or the manufacture or handling of the Product infringes a United States patent or any other proprietary rights, if it is a claim related to the use of King’s technology and know-how.
INDEMNIFICATION BY KING. Except as otherwise specifically provided, King and/or its Affiliates shall indemnify and hold harmless Inyx and its Affiliates against all claims, actions, costs, expenses, including court costs and legal fees on a full indemnity basis, or other liabilities (“Liabilities”) whatsoever in respect of:
INDEMNIFICATION BY KING. KING shall defend, indemnify and hold AHPC and its Affiliates, and their respective officers, directors, employees, successors and assigns, harmless from and against any and all claims, liabilities, losses, costs, actions, suits, damages and expenses (other than special, incidental, consequential or punitive damages, but including attorneys' fees and costs) arising out
INDEMNIFICATION BY KING. King shall defend, indemnify and hold VSI, its Affiliates and their respective officers, directors, employees, agents and representatives, harmless from and against any and all Losses arising out of or resulting from claims, demands, or actions by third parties based upon: (i) any breach of King’s representations, warranties or covenants set forth in this Agreement; or (ii) the performance or nonperformance by King of its obligations under this Agreement; or (iii) any gross negligence, recklessness or wrongful intentional acts or omissions by, or strict liability of, King, or its Affiliates, and their respective directors, officers, employees and agents in connection with the Exploitation of the Products.
INDEMNIFICATION BY KING. King shall indemnify VSI, its Affiliates and their respective directors, officers, employees and agents (the “VSI Indemnified Parties”), and defend and save each of them harmless, from and against any and all third party claims, lawsuits, losses, damages, liabilities, penalties, royalties, costs and expenses (including reasonable attorneys’ fees and disbursements) (collectively, “Losses”) incurred by any of them in connection with, arising from or occurring as a result of: (i) the breach by King of any of its obligations under this Agreement; (ii) the breach, inaccuracy or rendering inaccurate of any representation or warranty made by King in this Agreement; (iii) allegations that the Manufacture and supply of Product (in the vial form at the time of delivery of Product to VSI) in accordance with the terms hereof infringes or misappropriates the patent, trademark or other intellectual property rights of a third party; and (iv) any gross negligence or willful misconduct by King in Manufacturing Product.
