Xxxxxx Indemnity. The Holder shall indemnify and hold harmless the Company, its affiliates, its counsel, officers, directors and representatives, any underwriter (as defined in the 1000 Xxx) and each person, if any, who controls the Company or the underwriter (within the meaning of the 1933 Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the 1933 Act, the Exchange Act or any state securities law, and the Company shall reimburse each such Holder, affiliate, officer or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any loss, claim, damage, liability or action; insofar as such losses, claims, damages or liabilities (or actions and respect thereof) arise out of or are based upon any statements or information provided by the Holder to the Company expressly for use in connection with the offer or sale of Registerable Securities.
Xxxxxx Indemnity. Xxxxxx shall indemnify, defend and hold harmless Broadridge and its Affiliates and its and their respective directors, officers, employees, agents, successors and permitted assigns (“Ridge Indemnitees”) from and against any and all Losses incurred by Ridge Indemnitees arising out of or resulting from any third-party claims related to:
Xxxxxx Indemnity. Each Holder shall indemnify and hold harmless the Company, its affiliates, its counsel, underwriter (as defined in the 0000 Xxx) and each person, if any, who controls the Company or the underwriter (within the meaning of the 1933 Act or liabilities (joint or several) to which they may become subject under the 1933 Act, the Exchange Act or any state securities law, and the Holder shall reimburse the Company, affiliate, officer or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; insofar as such losses, claims, damages or liabilities (or actions and respect thereof) arise out of or are based upon any statements or information provided by such Holder to the Company in connection with the offer or sale of Registrable Securities.
Xxxxxx Indemnity. Xxxxxx shall defend, indemnify and hold harmless Salix, its Affiliates and their respective directors, officers, shareholders, employees and agents, and their respective successors and permitted assigns (“Salix Indemnitees”) from any and all claims, actions, causes of action, liabilities, losses, costs, damages or expenses, including reasonable attorneys’ fees (“Losses”), which directly or indirectly arise out of or relate to (a) a breach or failure to perform by Xxxxxx of any warranty, representation, covenant or agreement made by Xxxxxx in this Agreement, (b) the negligence, recklessness or willful misconduct of Xxxxxx in the performance of its obligations under this Agreement, or (c) any Third Party allegations, claims, investigations or demands relating to Xxxxxx’x sale of Generic Product using Xxxxxx trade dress, in each case except for those Losses for which Salix has an obligation to indemnify the Xxxxxx Indemnitees pursuant to Section 10.2, as to which Losses each party shall indemnify the other to the extent of its respective liability.
Xxxxxx Indemnity. Xxxxxx shall defend, indemnify and hold harmless Onconova, Temple University and their respective Affiliates, directors, officers, agents, successors, assignees and employees (the “Onconova Indemnitees”) from and against any and all Damages to the extent arising from any claim, action or proceeding made or brought against Onconova Indemnitees by a Third Party in connection with (a) the gross negligence, recklessness, or intentional wrongful acts or omissions of Xxxxxx or its Affiliates or their respective employees, officers, independent contractors, consultants, or agents, in connection with the performance by or on behalf of Xxxxxx of Xxxxxx’x obligations or exercise of its rights under this Agreement; (b) any breach by Xxxxxx or its Affiliates or their respective independent contractors of any representation, warranty, covenant, or obligation of Xxxxxx set forth in this Agreement; and (c) the development, manufacture (other than by Onconova, its agents, contract manufacturers or any other Third Parties engaged by Onconova), use, handling, storage, commercialization, transfer, importation, exportation or labeling of the Compounds and/or Licensed Products by or for Xxxxxx or any of its Affiliates or their agents and independent contractors on or after the Effective Date; except in any such case to the extent such Damages are reasonably attributable to any gross negligence, recklessness, willful misconduct, or breach of this Agreement by Onconova or an Onconova Indemnitee; provided that Xxxxxx’x obligation to defend, indemnify and hold harmless Temple University shall be to the extent Onconova would be required to indemnify Temple University pursuant to the Temple Agreement for the relevant claims.
Xxxxxx Indemnity. Xxxxxx agrees to indemnify, defend and hold Kamada (and the Affiliated Parties of any of the foregoing) (collectively, the “Kamada Indemnified Parties”) harmless from and against all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and costs of investigation and litigation regardless of outcome) resulting from all Claims to the extent arising from: [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission.
Xxxxxx Indemnity. Each Holder shall indemnify and hold harmless the Company, its affiliates, its counsel, officers, directors and representatives, any underwriter (as defined in the 0000 Xxx) and each person, if any, who controls the Company or the underwriter (within the meaning of the 0000 Xxx) against liabilities (joint or several) to which they may become subject under the 1933 Act, the Exchange Act or any state securities law, insofar as based upon such losses, claims, damages or liabilities (or actions and respect thereof) arise out of or are solely based upon any statements or information provided by such Holder to the Company expressly for use in a Registration Statement relating to the offer or sale of Registerable Securities and the Holder shall reimburse the Company or such affiliate, counsel, officer, director, representative or underwriter for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action provided that a Holder shall be liable under this Section 6(b) for only that amount as shall not exceed the net proceeds actually received by such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.
Xxxxxx Indemnity. Subject to Section 28 below, Xxxxxx agrees to indemnify Newco and hold it harmless from any liability, loss, expense, cost, claim or judgment arising out of any claim for property damage, personal injury or death which is caused by Xxxxxx'x (or its Subcontractor's) failure to manufacture the Manufactured Products in accordance with the designs, specifications, procedures and product drawings/blueprints, with the laws, regulations, rules, orders and notices, or with the quality system and Standard Operating Procedure System described in Section 7.2 and Section 12 above and which are applicable to Xxxxxx or such Subcontractor thereunder, as the case may be. At Xxxxxx'x expense, Newco shall cooperate fully with Xxxxxx in defending or otherwise resolving any such claim. Xxxxxx shall have full control of any litigation brought against Newco with respect to any claim that is indemnifiable by Xxxxxx hereunder; but Newco may, at its expense, also be represented by its own counsel in any such litigation.
Xxxxxx Indemnity. Each Holder shall indemnity and hold harmless the Company, its affiliates, and their counsel, officers, directors, shareholders and representatives, any underwriter (as defined in the 0000 Xxx) and each person, if any, who controls the Company or the underwriter (within the meaning of the 1933 Act or liabilities joint or several) to which they may become subject under the 1933 Act, the Exchange Act or any state securities law, and the Holder shall reimburse the Company, affiliate, counsel, officer or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any statements or information provided by such Holder to the Company in connection with the offer or sale of Registrable Securities.
Xxxxxx Indemnity. Kamada shall defend, indemnify and hold harmless Baxter, its successors, assignees, affiliates, directors, officers, agents and employees (collectively referred to in this Section 7 as “Baxter”), from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorney’s fees and costs of investigation and litigation regardless of outcome) as the result of claims, demands, actions and other proceedings which may be made or instituted against any of them by third parties (including any governmental authority) arising out of (i) any material breach by Kamada of any of its representations, warranties, covenants or material obligations under this Agreement or (ii) Kamada’s purchase, possession, transport, packaging, distribution, development, use, testing, sale or other disposition of the Paste and products which were manufactured with the Paste; provided that this indemnity shall not apply to the extent any such liabilities, losses, damages or expenses arise out of: (A) any material breach by Baxter of any of its representations, warranties, covenants or material obligations under this Agreement; (B) the negligence, gross negligence, recklessness or willful misconduct of Baxter, its affiliates or agents in the performance of Bxxxxx’x obligations hereunder. Notwithstanding the foregoing, Kamada shall not be obligated pursuant to this Section 7(a) to the extent Baxter is required to indemnify Kamada under Section 7(b) hereof. [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission.
