Indemnification by Medicis. (a) From and after the Effective Time, Medicis shall hold harmless and indemnify each of the BioMarin Indemnitees from and against, and shall compensate and reimburse each of the BioMarin Indemnitees for, any Damages that are suffered or incurred by any of the BioMarin Indemnitees or to which any of the BioMarin Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third-Party Claim) and that arise from or as a result of:
Indemnification by Medicis. (a) From and after the Effective Date, Medicis shall hold harmless and indemnify each of the BioMarin Indemnitees from and against, and shall compensate and reimburse each of the BioMarin Indemnitees for, any Damages suffered or incurred by any of the BioMarin Indemnitees or to which any of the BioMarin Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Claim) and that arise from:
Indemnification by Medicis. Subject to the other terms and conditions of this Agreement (including Article VIII), Medicis shall indemnify and defend the Buyer Indemnitees against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Medicis. In addition to any other rights HMR may have at law or in equity, and subject to Section 10.6, MEDICIS shall indemnify, defend and hold harmless HMR and their AFFILIATES, employees, agents, officers and directors, and their successors and assigns (each, an "HMR INDEMNIFIED PARTY"), from and against any and all LIABILITIES which the HMR INDEMNIFIED PARTY may incur, suffer or be required to pay resulting from or arising out of: (i) the marketing, distribution, sale or promotion of the PRODUCTS by MEDICIS or its AFFILIATES after the LICENSE EFFECTIVE DATE; (ii) the manufacture of the PRODUCTS by MEDICIS or its AFFILIATES or by a third party (other than an AFFILIATE of HMR) after the LICENSE EFFECTIVE DATE, unless HMR had knowledge as of the LICENSE EFFECTIVE DATE that, based on facts in existence and circumstances persisting on the LICENSE EFFECTIVE DATE, such third party's manufacture of the PRODUCTS after the LICENSE EFFECTIVE DATE would be likely to result in or create such LIABILITIES; and (iii) any breach of any representation, warranty or covenant of MEDICIS or its AFFILIATES in the TRANSACTION DOCUMENTS.
Indemnification by Medicis. 27 7.2 Indemnification by HMRI.................................................................................28 7.3 Process of Indemnification..............................................................................28 7.4 Settlements.............................................................................................28
Indemnification by Medicis. Medicis shall indemnify, defend and hold Supplier, its Representatives and their respective directors, officers, successors and permitted assigns (“Supplier Indemnified Parties”) harmless from and against any and all Third Party liabilities, losses, claims, demands, obligations, judgments, causes of action, assessments, fines, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”), in each case to the extent such Claims are based on, arise out of, or are caused by: (a) a breach or inaccuracy of any representation or warranty made by Medicis in this Agreement or any Product Exhibit; (b) any negligent, willful, or reckless action, misconduct, error, inaction or omission of Medicis or its employees, agents or subcontractors; (c) any failure to perform any covenant, obligation, agreement, undertaking, or responsibility of Medicis in this Agreement or a Product Exhibit; (d) any allegation of infringement or misappropriation of patent, trade secret, copyright or trademark rights or other intellectual property of any Third Party resulting from Medicis’s instructions for labeling or packaging of the Products or Medicis’s design or Specifications for the Products; or (e) the handling, possession, marketing, distribution, promotion, sale, or use of Product following shipment of Product to Medicis by Supplier including, but not limited to, any claim asserting strict liability, except with respect to any of the foregoing under subsections (a), (b), (c), (d) or (e) to the extent such Medicis / Wellspring — Master Manufacturing Agreement Claims are caused directly by, the negligence, gross negligence or willful misconduct of Supplier or its Representatives or suppliers, any breach of any representation or warranty made by Supplier in this Agreement, or Supplier failure to perform any covenant, agreement, undertaking or responsibility of Supplier contained in this Agreement or a Product Exhibit. Notwithstanding the foregoing, Medicis shall not be liable for any Claims to the extent caused by any of the Supplier Indemnified Parties as determined in a final, non-appealable order of a court of competent jurisdiction.
Indemnification by Medicis. 30 8.3 Indemnification by BioMarin.......................................................... 32 8.4 Procedures Relating to Indemnification for Third Party Claims........................ 33
Indemnification by Medicis. Subject to the terms of Section 13.3, Medicis shall indemnify, defend and hold the AAI Indemnified Parties harmless from and against any and all Claims, in each case to the extent such Claims arise out of: (a) a breach or inaccuracy of any representation or warranty made by Medicis in this Agreement; (b) a material breach of this Agreement by Medicis; (c) any negligence or willful or reckless actions or misconduct of Medicis or its employees, agents and/or subcontractors; (d) any allegation of infringement or misappropriation of copyright or trademark rights of any party resulting from the Products, including Medicis’ instructions for labeling, or packaging of the Products; (e) harm to a third party arising out of the inherent toxicological properties of Active Ingredient and the Products or (f) the handling, storage, shipment, labeling, marketing, sale and use of the Products by Medicis. Notwithstanding the foregoing, Medicis shall not be liable for any Claims to the extent caused by any of the AAI Indemnified Parties as determined in a final, non-appealable order of a court of competent jurisdiction.
Indemnification by Medicis. Medicis shall indemnify, defend and hold harmless MacroPore and each of its subsidiaries, officers, directors, shareholders, employees, agents and affiliates (collectively, all such indemnitees are referred to in this Section as “MacroPore”) against and in respect of any and all claims, demands, losses, obligations, liabilities, damages, penalties, deficiencies, actions, settlements, judgments, costs and expenses which MacroPore may incur or suffer or with which it may be faced (including reasonable costs and legal fees incident thereto or in seeking indemnification therefor), (referred to as “Costs”) arising out of or based upon the breach by Medicis of any of its representations, warranties, covenants or agreements contained or incorporated in this Agreement or any agreement, certificate or document executed and delivered to MacroPore by Medicis in connection with the transactions hereunder. An amount for which MacroPore is entitled to indemnification pursuant hereto is referred to as an “Indemnified Amount.”
Indemnification by Medicis. Each Party shall indemnify, defend and hold harmless the other and each of its subsidiaries, officers, directors, shareholders, employees, agents and affiliates (collectively, all such indemnitees are referred to in this Section as “Indemnified Party”) against and in respect of any and all claims, demands, losses, obligations, liabilities, damages, penalties, deficiencies, actions, settlements, judgments, costs and expenses which Indemnified Party may incur or suffer or with which it may be faced (including reasonable costs and legal fees incident thereto or in seeking indemnification therefor), (referred to as “Costs”) arising out of or primarily based upon activities of the other party (“Indemnitor”) in performing under the terms of this agreement. An amount for which the Indemnified Party is entitled to indemnification pursuant hereto is referred to as an “Indemnified Amount.”
