Indemnification by Progenics Sample Clauses

Indemnification by Progenics. Except as otherwise provided in Sections 2.9(b) or (c), Progenics will defend, indemnify and hold harmless PerImmune against any and all claims, actions, liabilities, damages, losses, costs or expenses, including reasonable attorney's fees, based upon or arising out of the sales or use of any Ganglioside Vaccine by Progenics, provided that PerImmune gives Progenics prompt notice thereof in writing, permits Progenics to control the investigation, preparation and defense thereof (including any compromise or settlement thereof and any appeal) and provides reasonable assistance to Progenics, at Progenics expense, in that regard.
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Indemnification by Progenics. Progenics will indemnify, defend and hold harmless Salix, its Affiliates, distributors and each of its and their respective employees, officers, directors and agents (each, a “Salix Indemnified Party”) from and against any and all Liabilities that the Salix Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: (a) any intentional misconduct or gross negligence on the part of Progenics or its Affiliates in performing any activity contemplated by this Agreement; (b) personal injury or death of any person as a result of use of any Product containing the Compound supplied or sold by Progenics or its Affiliates or licensees or Sublicensees (other than Salix), including Product sold by Progenics or its Affiliates or licensees or Sublicensees (other than Salix) that is the subject of the Triad Recall; (c) the conduct by Progenics or its Affiliates or licensees or Sublicensees of any pre-clinical or clinical studies, including Clinical Studies identified in Schedule 9.2(p), in respect of the Compound or Products; (d) liabilities retained by Progenics and its Affiliates pursuant to Section 4.6(d) and (e), if any, in respect of Progenics Third Party Agreements assigned and delegated by Progenics or its Affiliates or licensees to Salix pursuant to such Section; or (e) the material breach by any Progenics Party of any of its representations, warranties or covenants set forth in this Agreement, provided that with respect to those contained in Section 9.2, such indemnification shall be subject to Section 9.3; except, in each case, ((a), (b), (c), (d) and (e)), to the extent caused by the gross negligence or intentional misconduct of Salix or any Salix Indemnified Party or a breach by Salix of any of its representations, warranties or covenants set forth in this Agreement.
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Indemnification by Progenics. Progenics shall indemnify, defend and hold harmless each Wyeth Indemnified Party from and against any and all Liability that the Wyeth Indemnified Party may be required to pay one or more Third Parties resulting from or arising out of: (a) Wyeth’s Commercialization of the SC Product or retaining ownership of any Registrational Filings and Regulatory Approvals beyond the International Sale Period as a result of Progenics’ request, pursuant to Section 4.3.1 or 5.2.5; (b) any intentional misconduct or gross negligence on the part of Progenics or its Affiliates in performing any activity contemplated by this Termination Agreement; (c) personal injury or death of any person as a result of use of any Product sold by Wyeth, its Affiliates or sublicensees in accordance with this Termination Agreement after the US Sale Period or International Sale Period or by Progenics, its Affiliates or sublicensees, regardless of whether Wyeth’s name appears on the label for such Product; (d) the material breach by Progenics of any of its representations, warranties or covenants set forth in this Termination Agreement; (e) any breach by Progenics of any Selected Third Party Contract occurring or liability arising after the assignment of such contract to Progenics; (f) the Development, marketing, promotion, manufacture, use, sale, offer for sale, or importation of any Product after the US Sale Period or International Sale Period, as applicable; or (g) any action taken by Progenics or failure of Progenics to act after the Effective Date with regard to the listing of any Patent Right in the Orange Book with respect to any Product; except, in each case, to the extent caused by the gross negligence or intentional misconduct of Wyeth or any Wyeth Indemnified Party. [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION 12221462_5.DOC
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Indemnification by Progenics. Progenics will indemnify, defend and hold harmless Wyeth, its Affiliates, sublicensees, distributors and each of its and their respective employees, officers, directors and agents (each, a “Wyeth Indemnified Party”) from and against any and all Liabilities that the Wyeth Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: (a) any intentional misconduct or gross negligence on the part of Progenics or its Affiliates in performing any activity contemplated by this Agreement; (b) the material breach by Progenics of any of its representations, warranties or covenants set forth in this Agreement; or (c) personal injury or death of any person as a result of use of any Product supplied by Progenics for use in clinical trials to the extent caused by a manufacturing defect, except, in each case ((a), (b), and (c)), to the extent caused by the gross negligence or intentional misconduct of Wyeth or any Wyeth Indemnified Party.
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Indemnification by Progenics. Except as otherwise provided in Sections 8.8(b) or (c), Progenics will defend, indemnify and hold harmless CBC against any and all claims, actions, liabilities, damages, loses, costs or expenses, including reasonable attorneys' fees, based upon or arising out of the sales or use of any Licensed Product by Progenics or a sublicensee, unless CBC should fail to give Progenics prompt notice thereof in writing and such failure materially prejudices CBC's abilities to defend against such claim. CBC shall permit Progenics to control the investigation, preparation and defense thereof(including any compromise or settlement thereof and any appeal) and provide reasonable assistance to Progenics, at Progenics' expense, in that regard.
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Indemnification by Progenics. Progenics will indemnify, defend and hold harmless Ono, its Affiliates, distributors and each of its and their respective employees, officers, directors and agents (each, a “Ono Indemnified Party”) from and against any and all Liabilities that the Ono Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: (a) any intentional misconduct or gross negligence on the part of Progenics or its Affiliates in performing any activity contemplated by this Agreement; (b) personal injury or death of any person as a result of use of any Product containing the Compound supplied or sold by Progenics outside the Territory; or (c) the material breach by Progenics of any of its representations, warranties or covenants set forth in this Agreement; except, in each case ((a), (b), and (c)), to the extent caused by the gross negligence or intentional misconduct of Ono or any Ono Indemnified Party. [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
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Related to Indemnification by Progenics

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

  • Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by Xxxxxx Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by Holder in connection with any claim relating to this Section 5 and the amount of any damages Holder has otherwise been required to pay by reason of such untrue statement or omission) received by Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification by Xxxxxxx Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification By You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

  • Indemnification by Fund Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

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