Common use of Indemnification by Pfizer Clause in Contracts

Indemnification by Pfizer. (a) Pfizer agrees to defend, indemnify and hold harmless Purchaser and its Affiliates, and, if applicable, its directors, officers, agents, employees, successors and assigns from and against any and all claims, actions, causes of action, judgments, awards, liabilities, losses, costs or damages (collectively, a "Loss" or, the "Losses") claimed or arising directly from (i) any Retained Liability; (ii) any breach by the Seller Corporations of any of its covenants or agreements contained in this Agreement or in any agreement; (iii) any breach of any warranty or representation of the Seller Corporations contained in this Agreement; or (iv) any non-compliance with bulk transfer or similar laws. (b) Purchaser acknowledges and agrees that Pfizer shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to action taken by Purchaser or any of its Affiliates after the Closing Date. Purchaser shall and shall cause its Affiliates to mitigate any Loss to the extent required by Law. (c) Notwithstanding the provisions of this Article VIII: (i) Pfizer shall not be liable to the Purchaser or its Affiliates for any Loss under Section 8.1(a)(i) with respect to clause (ii) of Excluded Environmental Liabilities except to the extent such Losses exceed an aggregate of $2,000,000, (calculated separately from the $2,000,000 in Section 8.1(c)(ii) hereof) and then further subject to the limitations set forth in Section 8.5; and (ii) Pfizer shall not be liable to the Purchaser or its Affiliates for any Loss under Section 8.1(a)(i) with respect to clause (vi) of Excluded Environmental Liabilities except to the extent such Losses exceed an aggregate of $2,000,000 (calculated separately from the $2,000,000 in Section 8.1(c)(i) hereof) and then further subject to the limitations set forth in Section 8.5. (d) Nothing in this Section 8.1 shall be construed to impose liabilities with respect to Taxes, it being understood that the sole remedy of the parties with respect to Tax matters shall be pursuant to Section 7.4. (e) Pfizer's obligation to indemnify, defend or hold harmless the Purchaser or any of its Affiliates from any Loss shall terminate effective with the expiration of the applicable statute of limitations in respect of such Loss or as set forth in Section 8.5, if earlier, unless written notice of a claim has been provided to Pfizer prior to such time in accordance with Section 8.3.

Indemnification by Pfizer. (a) Pfizer agrees to defend, indemnify and hold 144 harmless Purchaser and its Affiliates, and, if applicable, its their respective directors, officers, agents, employees, successors and assigns from and against any and all claims, actions, causes of action, judgments, awards, liabilities, losses, costs or damages (collectively, a "Loss" or, the "Losses") claimed or arising directly from (i) any Retained Liability; , (ii) any Excluded Environmental Liabilities, subject to the provisions of this Article, (iii) any breach by the Seller Corporations of any of its covenants or agreements contained in this Agreement or in any agreement; , (iiiiv) any breach of any representation and warranty or representation of the Seller Corporations contained in this Agreement; , it being understood that for purposes of this Article VIII, all materiality exceptions and qualifications set forth in any representation and warranty of Pfizer contained in this Agreement shall be disregarded, the materiality standard for Pfizer's obligations to indemnify Purchaser and its Affiliates, and, if applicable, their respective directors, officers, agents, employees, successors and assigns in respect of a breach of a representation and warranty contained herein being set forth in Section 8.6 hereof, or (ivv) any non-compliance with bulk transfer or similar lawsLaws. (b) Purchaser acknowledges and agrees that Pfizer 145 shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates solely to action taken by Purchaser or any of its Affiliates after the Closing Date. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss to the extent required by Lawupon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Notwithstanding the provisions of this Article VIII: (i) Pfizer shall not be liable to the Purchaser or its Affiliates for any Loss under Section 8.1(a)(i) with respect to clause (ii) of Excluded Environmental Liabilities except to the extent such Losses exceed an aggregate of $2,000,000, (calculated separately from the $2,000,000 in Section 8.1(c)(ii) hereof) and then further subject to the limitations set forth in Section 8.5; and (ii) Pfizer shall not be liable to the Purchaser or its Affiliates for any Loss under Section 8.1(a)(i) with respect to clause (vi) of Excluded Environmental Liabilities except to the extent such Losses exceed an aggregate of $2,000,000 (calculated separately from the $2,000,000 in Section 8.1(c)(i) hereof) and then further subject to the limitations set forth in Section 8.5. (d) Nothing in this Section 8.1 shall be construed to impose liabilities with respect to Taxes, it being understood that the sole remedy of the parties with respect to Tax matters shall be pursuant to Section 7.4. (ed) Pfizer's obligation to indemnify, defend or hold harmless the Purchaser or any of its Affiliates from any Loss shall terminate effective with the expiration of the applicable statute of limitations in respect of such Loss or as set forth in Section 8.5, if whichever is earlier, unless written notice of a claim has been provided to Pfizer prior to such time in accordance with Section 8.3.

Indemnification by Pfizer. (a) Pfizer agrees to defendshall indemnify Myovant, indemnify and hold harmless Purchaser and its Affiliates, andExcluded Affiliates, if applicable, and its and their respective directors, officers, agentsemployees and agents (the “Myovant Indemnitees”) and defend and save each of them harmless, employees, successors and assigns from and against any and all claims, actions, causes of action, judgments, awards, liabilities, losses, costs Losses in connection with (a) any and all Third Party Claims arising from or damages (collectively, occurring as a "Loss" or, the "Losses") claimed or arising directly from result of: (i) any Retained Liabilitythe breach by Pfizer of this Agreement; (ii) any breach by the Seller Corporations gross negligence or willful misconduct on the part of any of Pfizer Indemnitee in performing its covenants or agreements contained in this Agreement or in any agreement; (iii) any breach of any warranty or representation of the Seller Corporations contained in obligations under this Agreement; or (iviii) subject to Section 11.4, the Exploitation of any non-compliance with bulk transfer Product in the Field by or similar laws. (b) Purchaser acknowledges and agrees that on behalf of Pfizer shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to action taken by Purchaser or any of its Affiliates after the Closing Date. Purchaser shall and shall cause its Affiliates to mitigate any Loss to the extent required (but not by Law. (c) Notwithstanding the provisions of this Article VIII: (i) Pfizer shall not be liable to the Purchaser or its Affiliates for any Loss under Section 8.1(a)(i) with respect to clause (ii) of Excluded Environmental Liabilities except to the extent such Losses exceed an aggregate of $2,000,000, (calculated separately from the $2,000,000 in Section 8.1(c)(ii) hereof) and then further subject to the limitations set forth in Section 8.5; and (ii) Pfizer shall not be liable to the Purchaser or its Affiliates for any Loss under Section 8.1(a)(i) with respect to clause (vi) of Excluded Environmental Liabilities except to the extent such Losses exceed an aggregate of $2,000,000 (calculated separately from the $2,000,000 in Section 8.1(c)(i) hereof) and then further subject to the limitations set forth in Section 8.5. (d) Nothing in this Section 8.1 shall be construed to impose liabilities with respect to Taxes, it being understood that the sole remedy of the parties with respect to Tax matters shall be pursuant to Section 7.4. (e) Pfizer's obligation to indemnify, defend or hold harmless the Purchaser Myovant or any of its Affiliates from Affiliates) in the Territory, except, in each case ((i) through (iii)), for those Losses for which Myovant has an obligation to indemnify a Pfizer Indemnitee pursuant to Section 14.1, as to which Losses each Party shall indemnify the other to the extent of its respective liability for the Losses, and (b) the successful enforcement of Myovant’s rights under this Section 14.2; provided that if Myovant asserts against Pfizer any Loss claim for indemnification under this Section 14.2 and it is determined pursuant to Section 17.2 that Pfizer is not to be obligated to provide such indemnification under this Section 14.2, then Myovant promptly shall terminate effective with the expiration of the applicable statute of limitations reimburse Pfizer for all Losses incurred by Pfizer in respect of defending such Loss or as set forth in Section 8.5, if earlier, unless written notice of a claim has been provided to Pfizer prior to such time in accordance with Section 8.3for indemnification.

Indemnification by Pfizer. (a) Pfizer hereby agrees to defendthat it shall indemnify, indemnify defend and hold harmless Purchaser and Purchaser, its AffiliatesAffiliates (including, without limitation, the Conveyed Subsidiaries subsequent to the Closing Date) and, if applicable, its their respective directors, officers, agentsshareholders, employeespartners, attorneys, accountants, agents and employees and their heirs, successors and assigns from and against any and all claims(the "Purchaser Indemnified Parties" and, actions, causes of action, judgments, awards, liabilities, losses, costs or damages (collectively, a "Loss" orcollectively with the Seller Indemnified Parties, the "LossesIndemnified Parties") claimed from, against and in respect of any actual out-of-pocket Losses imposed on, sustained, incurred or suffered by or asserted against any of the Purchaser Indemnified Parties relating to or arising directly from out of (i) any Retained Liability; (ii) any breach by the Seller Corporations of any of its covenants or agreements contained in this Agreement or in any agreement; (iii) any breach of any representation or warranty or representation of the Seller Corporations made by Pfizer contained in this Agreement; (ii) the breach of any covenant or agreement of Pfizer made in this Agreement; and (iii) the Excluded Liabilities, and (iv) any non-compliance with bulk transfer or similar lawsthe Excluded Environmental Liabilities. (b) Purchaser acknowledges and agrees that Pfizer shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to action taken by Purchaser or any of its Affiliates after the Closing Date. Purchaser shall and shall cause its Affiliates to mitigate any Loss to the extent required by Law. (c) Notwithstanding the provisions of this Article VIII: (i) VII, Pfizer shall not be liable to the Purchaser or its Affiliates Indemnified Parties for any Loss under Section 8.1(a)(i) Losses with respect to clause (iithe matters contained in Section 7.3(a)(i) of Excluded Environmental Liabilities except to the extent such the Losses therefrom exceed an aggregate $5 million, inclusive of $2,000,000, (calculated separately from the $2,000,000 in Section 8.1(c)(ii) hereof) and then further subject to the limitations 1 million set forth in Section 8.5; and (ii) the definition of "Excluded Environmental Liabilities", in which event Pfizer shall not be liable to the Purchaser or its Affiliates Indemnified Parties for any Loss under Section 8.1(a)(i) with respect to clause (vi) of Excluded Environmental Liabilities except to the extent all such Losses exceed in excess of such amount up to an aggregate of amount equal to $2,000,000 (calculated separately from the $2,000,000 in Section 8.1(c)(i) hereof) and then further subject to the limitations set forth in Section 8.5150 million. (d) Nothing in this Section 8.1 shall be construed to impose liabilities with respect to Taxes, it being understood that the sole remedy of the parties with respect to Tax matters shall be pursuant to Section 7.4. (e) Pfizer's obligation to indemnify, defend or hold harmless the Purchaser or any of its Affiliates from any Loss shall terminate effective with the expiration of the applicable statute of limitations in respect of such Loss or as set forth in Section 8.5, if earlier, unless written notice of a claim has been provided to Pfizer prior to such time in accordance with Section 8.3.

Indemnification by Pfizer. (a) Pfizer agrees to defend, indemnify and hold harmless Purchaser and its Affiliates, and, if applicable, its their respective directors, officers, agents, employees, successors and assigns from and against any and all claims, actions, causes of action, judgments, awards, liabilities, losses, costs or damages (collectively, a "Loss" or, or the "Losses") claimed or arising directly from (i) any Retained Liability; , (ii) any Excluded Environmental Liabilities, subject to the provisions of this Article, (iii) any breach by the Seller Corporations of any of its covenants or agreements contained in this Agreement or in any agreement; , (iiiiv) any breach of any representation and warranty or representation of the Seller Corporations contained in this Agreement; , it being understood that for purposes of this Article VIII, all materiality exceptions and qualifications set forth in any representation and warranty of Pfizer contained in this Agreement shall be disregarded, the materiality standard for Pfizer's obligations to indemnify Purchaser and its Affiliates, and, if applicable, their respective directors, officers, agents, employees, successors and assigns in respect of a breach of a representation and warranty contained herein being set forth in Section 8.6 hereof, or (ivv) any non-compliance with bulk transfer or similar lawsLaws. (b) Purchaser acknowledges and agrees that Pfizer shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates solely to action taken by Purchaser or any of its Affiliates after the Closing Date. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss to the extent required by Lawupon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Notwithstanding the provisions of this Article VIII: (i) Pfizer shall not be liable to the Purchaser or its Affiliates for any Loss under Section 8.1(a)(i) with respect to clause (ii) of Excluded Environmental Liabilities except to the extent such Losses exceed an aggregate of $2,000,000, (calculated separately from the $2,000,000 in Section 8.1(c)(ii) hereof) and then further subject to the limitations set forth in Section 8.5; and (ii) Pfizer shall not be liable to the Purchaser or its Affiliates for any Loss under Section 8.1(a)(i) with respect to clause (vi) of Excluded Environmental Liabilities except to the extent such Losses exceed an aggregate of $2,000,000 (calculated separately from the $2,000,000 in Section 8.1(c)(i) hereof) and then further subject to the limitations set forth in Section 8.5. (d) Nothing in this Section 8.1 shall be construed to impose liabilities with respect to Taxes, it being understood that the sole remedy of the parties with respect to Tax matters shall be pursuant to Section 7.4. (ed) Pfizer's obligation to indemnify, defend or hold harmless the Purchaser or any of its Affiliates from any Loss shall terminate effective with the expiration of the applicable statute of limitations in respect of such Loss or as set forth in Section 8.5, if whichever is earlier, unless written notice of a claim has been provided to Pfizer prior to such time in accordance with Section 8.3.. 128 137

Indemnification by Pfizer. (a) Pfizer agrees From and after the Closing, subject to the provisions of this Article VIII, Sellers, jointly and severally, agree to defend, indemnify and hold harmless Purchaser and its Affiliates, Affiliates and, if applicable, its directors, officers, agents, employees, successors and assigns (the “Purchaser Indemnified Parties”), from and against against, and will reimburse the Purchaser Indemnified Parties for, any and all claims, actions, causes of actionActions, judgments, awards, liabilitiesLiabilities, losses, costs (including costs of investigation and defense and reasonable attorney’s fees), diminution of value of the Purchased Assets (solely with respect to indemnification claims with respect to Section 8.1(a)(iii)), or damages (each, a “Loss” and collectively, the “Losses”) brought against, suffered or sustained or incurred by the Purchaser Indemnified Parties, whether or not involving a "Loss" orThird Party Claim, the "Losses") claimed which arise from or arising are directly from attributable to: (i) any of the Retained Liability; Liabilities, (ii) any breach by the any Seller Corporations of any of its covenants or agreements contained in this Agreement or in any agreementAgreement; (iii) any breach of any representation or warranty or representation of the any Seller Corporations contained in this Agreement; or (iv) any non-compliance breach before Closing by a Seller of any covenant or obligation under the E&O Agreement; and (v) any breach by a Seller of any covenant or obligation under the Access and Cooperation Agreement. Notwithstanding the foregoing, the parties hereto acknowledge that any claims for Loss with bulk transfer respect to any Excluded Environmental Liability shall only be recovered by the Purchaser Indemnified Party to the extent it is derived or similar lawsdirectly attributable to a Third Party Claim. (b) Purchaser acknowledges and agrees that Pfizer Sellers shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by Purchaser or any other Person (other than action taken by Sellers in breach of its Affiliates this Agreement) after the Closing Date; provided, however, that Purchaser shall not be restrained from reporting a Release of Hazardous Materials as required by Environmental Law or Environmental Permits, nor shall such actions relieve Sellers of any of their indemnification obligations under Article VIII. Purchaser shall take, and shall cause its Affiliates to take, all reasonable actions to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent required by Lawnecessary to remedy the breach which gives rise to the Loss. (c) Notwithstanding the provisions of this Article VIII: (i) Pfizer shall not be liable to the Purchaser or its Affiliates for any Loss under Section 8.1(a)(i) with respect to clause (ii) of Excluded Environmental Liabilities except to the extent such Losses exceed an aggregate of $2,000,000, (calculated separately from the $2,000,000 in Section 8.1(c)(ii) hereof) and then further subject to the limitations set forth in Section 8.5; and (ii) Pfizer shall not be liable to the Purchaser or its Affiliates for any Loss under Section 8.1(a)(i) with respect to clause (vi) of Excluded Environmental Liabilities except to the extent such Losses exceed an aggregate of $2,000,000 (calculated separately from the $2,000,000 in Section 8.1(c)(i) hereof) and then further subject to the limitations set forth in Section 8.5. (d) Nothing in this Section 8.1 shall be construed to impose liabilities on a Seller with respect to Taxes, it being understood that Taxes which are the sole remedy responsibility of the parties with respect to Tax matters shall be pursuant to Section 7.4Purchaser under this Agreement. (e) Pfizer's obligation to indemnify, defend or hold harmless the Purchaser or any of its Affiliates from any Loss shall terminate effective with the expiration of the applicable statute of limitations in respect of such Loss or as set forth in Section 8.5, if earlier, unless written notice of a claim has been provided to Pfizer prior to such time in accordance with Section 8.3.