Common use of Indemnification by Takeda Clause in Contracts

Indemnification by Takeda. Takeda shall indemnify and defend NPS and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (the “NPS Indemnitees”) against, and shall hold them harmless from, any and all Losses incurred by any NPS Indemnitee, in each case resulting from, arising out of, or otherwise with respect to: (a) any breach of any representation, warranty, covenant or agreement of Takeda contained in this Agreement; (b) any Retained Liability; (c) the violation of any bulk sales statutes in connection with the transactions contemplated by this Agreement; (d) the gross negligence or willful misconduct of Takeda or its Affiliates in the performance of the Transition Services; (e) the failure of NPS to withhold any taxes with respect to the issuance of the Shares or payment of the Milestone Payment in immediately available funds to Takeda hereunder.