Indemnification by GW Sample Clauses

The "Indemnification by GW" clause requires GW to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means GW will cover costs such as legal fees, settlements, or judgments if the other party faces claims due to GW's actions, omissions, or breaches of contract. The core function of this clause is to allocate risk by ensuring that GW bears responsibility for specific harms, thereby protecting the other party from financial exposure related to GW's conduct.
Indemnification by GW. GW shall indemnify and hold Novartis, its Affiliates and sublicensees, and their respective officers, directors and employees (“Novartis Indemnitees”) harmless from and against any Claims against them to the extent arising or resulting from: (a) GW’s, or any of its Affiliates’, licensees’ or contractors’ actions in connection with either (i) the Development of the Products anywhere in the world, or (ii) the Commercialization of the Products outside the Territory; (b) the negligence or willful misconduct of GW or any of its Affiliates or licensees; or (c) the breach of any of the covenants, warranties or representations made by GW to Novartis under Article 12 of this Agreement; or (d) resulting from any allegation of a Third Party that either (i) the activities of Novartis, its Affiliates or Sublicensees under this Agreement with a Product in a particular country in the Territory; or (ii) the manufacture of Products by or on behalf of GW where it is actually manufactured or in the Territory, infringe any Patent Rights (in the form ultimately issued) issuing from patent application *** in the country in which such activity occurs; (e) resulting from any allegation of a Third Party that either (i) the activities of Novartis, its Affiliates or Sublicensees under this Agreement with a Product in a particular country in the Territory; or (ii) the manufacture of Products by or on behalf of GW where it is actually manufactured or in the Territory, infringe or misappropriate any Relevant Third Party Right for which GW has determined access (through a license or otherwise) is not required or to which GW has failed to obtain such access by license or otherwise such that the Relevant Third Party Right is Controlled by GW and included in the licenses granted to Novartis under Section 2.1; provided, however, that GW shall not be obliged to so indemnify, defend and hold harmless the Novartis Indemnitees for any Claims for which Novartis has an obligation to indemnify GW Indemnitees pursuant to Section 13.2.
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Indemnification by GW. GW shall indemnify and hold Novartis, its Affiliates and Sublicensees, and their respective officers, directors and employees (“Novartis Indemnitees”) harmless from and against any Claims to the extent arising or resulting from a breach of the Product Warranties where it is proved that such Product did not meet the Product Warranties, provided, however, that GW shall not be obliged to so indemnify, defend and hold harmless the Novartis Indemnitees for any Claims which arise as a result of the negligence or willful misconduct of NOVARTIS or any of its Affiliates or Sublicensees.
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Indemnification by GW. (a) GW hereby indemnifies, defends, and holds harmless Monarch from and against any and all damage, loss, liability, and expense (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Indemnified Amounts") arising out of any misrepresentation or breach of warranty, covenant, or agreement made or to be performed by GW pursuant to this Agreement or the Collateral Agreements; provided, however, that GW shall not have any obligation to indemnify Monarch from and against any Indemnified Amounts: (i) until Monarch has incurred Indemnified Amounts in excess of a Fifty Thousand Dollar ($50,000) deductible (after which point GW will be obligated only to indemnify Monarch from and against further such Indemnified Amounts) or thereafter (ii) to the extent the Indemnified Amounts Monarch has incurred exceed a Ten Million Dollar ($10,000,000) aggregate ceiling (after which point GW will have no obligation to indemnify Monarch from and against further such Indemnified Amounts). (b) GW shall not be liable under this Section 5.01 for any settlement effected without its consent of any claim, litigation, or proceeding in respect of which indemnity may be sought hereunder, which consent shall not unreasonably be withheld.
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Indemnification by GW. (a) GW hereby indemnifies, defends, and holds harmless Monarch from and against any and all damage, loss, liability, and expense (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Indemnified Amounts") arising out of any misrepresentation or breach of warranty, covenant, or agreement made or to be performed by GW pursuant to this Agreement or the Collateral Agreements; provided, however, that GW shall not have any obligation to indemnify Monarch from and against any Indemnified Amounts: (i) until Monarch has incurred Indemnified Amounts in excess of a Fifty Thousand Dollar ($50,000) deductible (after which point GW will be obligated only to indemnify Monarch from and against further such Indemnified Amounts) or thereafter
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Indemnification by GW. G&W shall defend, indemnify, and hold Liquidia, its Affiliates, and their respective officers, directors, employees, and agents, (the “Liquidia Indemnitees”) harmless from and against any and all liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees (collectively, “Liquidia Damages”), arising out of or resulting from Third Party claims, suits, demands, proceedings or causes of action (collectively, “Liquidia Claims”) to the extent that such Liquidia Claims arise out of, result from or are based on: (a) the research, development, making, having made, using, having used, importing, offering to sell, selling and/or having sold a Licensed Product by or on behalf of G&W, its Affiliates or its Sublicensees; (b) a breach of any of G&W’s obligations under this Agreement, including G&W’s representations, warranties and covenants set forth herein; or (c) the willful misconduct or negligent acts of G&W, its Affiliates, or the officers, directors, employees, agents, consultants, contractors of G&W or its Affiliates. The foregoing indemnity obligation shall not apply to the extent that the Liquidia Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and G&W’s defense of the relevant Liquidia Claims is prejudiced by such failure, or to the extent that such Liquidia Damages arise out of, result from or are based on any activities set forth in Section 11.1 for which Liquidia is obligated to indemnify G&W Indemnitees or are based on activities in a Supply Agreement for which Liquidia is obligated to indemnify G&W.
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Indemnification by GW. Subject to Article 13.3 hereof, GW hereby agrees to defend, indemnify and hold harmless Cellegy and its Affiliates, directors, officers and employees from and against any liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney's fees and expenses incurred in connection with the enforcement of this provision), actions, or claims brought or threatened after the Effective Date of this Agreement and which arise out of injuries occurring after the Effective Date, including but not limited to, any actions in contract (including breach of warranty) or tort (including negligence, strict liability or commercial torts) to the extent that such liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney's fees and expenses incurred in connection with the enforcement of this provision), actions, or claims arise, result from, or relate to: (i) any breach of any of the representations or warranties of GW contained in Article 2.2 hereof, or (ii) any manufacture, use, sale, development, testing, distribution, marketing or disposal of the Compound or the Licensed Products by GW, its Affiliates or Sublicensees Provided, however, that GW shall have no obligation to indemnify Cellegy to the extent that such liabilities, losses, fines, penalties, damages or expenses are caused by Cellegy's breach of Article 2.1(m).
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Indemnification by GW. With respect to claims brought by Third --------------------- Parties against IGI related to the Products, GW agrees, subject to the compliance by IGI with its obligations set forth in Section 12.3 below, to indemnify, defend and hold harmless IGI, its Affiliates, and their respective directors, officers, employees and agents from and against any Damages arising out of or in connection with any breach of the representations, warranties, agreements or covenants of GW hereunder, except to the extent caused by IGI's negligent acts or omissions or willful misconduct.
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Indemnification by GW. Subject to Lung Rx' compliance with its obligations set forth in Section 9.3 below, GW agrees to indemnify and hold Lung Rx, its Affiliates and its and their directors, officers, employees and agents harmless from and against any liability, or damages or expenses in connection therewith (including reasonable attorneys' foes and costs and other expenses of litigation) resulting from (i) the breach by GW of any of its representations, warranties or covenants contained in this Agreement; or (ii.) the successful enforcement (i.e., a judgment issued by a court of competent jurisdiction against GW, unappealable or unappealed by GW within the time allowed therefor) by Lung Rx of its indemnification rights set forth in clause (i) of this Section 9.2.
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Related to Indemnification by GW

  • Indemnification by ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by ▇▇▇▇▇▇ The 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 the 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 the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇▇▇ The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 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 the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by ▇▇▇▇▇▇▇▇▇ The Custodian shall indemnify and hold harmless the Trust from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees.