INDEMNIFICATION BY SUPERGEN Sample Clauses

The "Indemnification by Supergen" clause requires Supergen to compensate or protect the other party from losses, damages, or legal claims arising from specific actions or omissions attributable to Supergen. Typically, this means that if a third party sues the other party due to Supergen's breach of contract, negligence, or infringement of rights, Supergen will cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that Supergen bears responsibility for certain liabilities, thereby protecting the other party from financial harm caused by Supergen's conduct.
INDEMNIFICATION BY SUPERGEN. Except as may be otherwise provided herein, SuperGen shall defend, indemnify and hold AVI, its directors, officers and employees, and AVI Sales Representatives (collectively the "AVI Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or causes of action arising out of or resulting from: (a) SuperGen's breach of any representation, warranty, covenant, or obligation provided for in this Agreement; (b) an infringement claim arising from AVI's use of the SuperGen name or logo in connection with the promotion or sale of the Product, provided AVI's use is in compliance with the terms of this Agreement; (c) the negligence, recklessness or willful misconduct of SuperGen, its directors, officers or employees or SuperGen Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by SuperGen, its Affiliates, their directors, officers or employees, or SuperGen Sales Representatives; or (d) any patent infringement claim arising from SuperGen's or its Affiliates' or permitted sublicensee's utilization of process technology for the manufacture of the Product which has not been approved by AVI.
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INDEMNIFICATION BY SUPERGEN. Except as may be otherwise provided herein, SuperGen shall defend, indemnify and hold ▇▇▇▇▇▇, all of its directors, officers and employees, and ▇▇▇▇▇▇ Sales Representatives (collectively the "▇▇▇▇▇▇ Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or causes of action arising out of or resulting from: (a) SuperGen's breach of any representation, warranty, covenant, or obligation provided for in this Agreement; (b) an infringement claim arising from ▇▇▇▇▇▇'▇ use of the SuperGen name or logo or a SuperGen Trademark in connection with the promotion or sale of the Products, provided ▇▇▇▇▇▇'▇ use is in compliance with the terms of this Agreement; (c) the negligence, recklessness or willful misconduct of SuperGen and its directors, officers or employees or SuperGen Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by SuperGen, its directors, officers, employees or SuperGen Sales Representatives; or (d) any patent infringement claim arising from the manufacture, importation, use or sale of the Product. Provided, however, that SuperGen shall not be required to indemnify the ▇▇▇▇▇▇ Indemnitees to the extent that any Losses arise out of or result from: (A) the negligence, recklessness or willful misconduct of any of the ▇▇▇▇▇▇ Indemnitees, including, but not limited to, off-label promotion of the Product, (B) utilization of process technology for the manufacture of Product which has not been approved by SuperGen, (C) continued Promotion in a country after receipt of notice from SuperGen indicating that the sale or Promotion of such Product in such country should be terminated because such further sale or Promotion would constitute willful infringement of a valid and issued patent in such country and/or (D) any breach by ▇▇▇▇▇▇ of this Agreement. ▇▇▇▇▇▇ shall not be considered negligent for purposes of this Section 15.1 if such claim arises solely with respect to the content of the Promotional Materials, Product labeling or other materials provided to ▇▇▇▇▇▇ by SuperGen as long as ▇▇▇▇▇▇ has distributed or employed such Promotional Materials or other such materials as directed herein.
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INDEMNIFICATION BY SUPERGEN. SuperGen will indemnify ***, all *** service providers and subcontractors, each Affiliate of the foregoing, and the heirs, executors, successors and assigns of any of the foregoing, against the following: 14.2.1 Indemnifiable Losses arising out of a material breach by SuperGen of any of its obligations under this Agreement (including any Exhibits hereto); 14.2.2 Indemnifiable Losses arising out of a breach of any representation or warranty of SuperGen contained in Article 13 of this Agreement; and 14.2.3 Indemnifiable Losses arising out of the sale, promotion, distribution, or use of the SuperGen Product; but only if and to the extent any such Indemnifiable Losses were proximately caused by SuperGen’s gross negligence, recklessness or intentional wrongdoing provided, however, that SuperGen shall have no liability to *** for any such Indemnifiable Losses to the extent that such Indemnifiable Losses were caused by: (x) the gross negligence, recklessness or willful misconduct of *** or any Person for whose actions or omissions *** is legally liable, or (y) a breach by *** of its representations and/or warranties contained in Article 12 or Article 13 of this Agreement or a material breach by *** of its obligations under this Agreement.
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INDEMNIFICATION BY SUPERGEN. SuperGen covenants and agrees to indemnify, defend, protect and hold harmless ▇-▇ and its officers, directors, employees, stockholders, assigns, successors and Affiliates (individually, a "▇-▇ Indemnified Party" and collectively, the "▇-▇ Indemnified Parties") from, against and in respect of: (i) all Losses suffered, sustained, incurred or paid by any ▇-▇ Indemnified Party in connection with, resulting from or arising out of or relating to, directly or indirectly: (A) any breach of any representation or warranty of SuperGen set forth in this Agreement or any certificate or other writing delivered by SuperGen in connection herewith; (B) any nonfulfillment of any covenant or agreement on the part of SuperGen set forth in this Agreement; and (C) Subject to Sections 8.04(a)(i)(D) and (F), SuperGen's promotion, use, sale or distribution of Product after the Closing Date. (ii) any and all Losses arising from the foregoing or to the enforcement of this Section 8.04(b).
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INDEMNIFICATION BY SUPERGEN. Except as may be otherwise provided herein, SuperGen shall defend, indemnify and hold ▇▇▇▇▇▇, all of its directors, officers and employees, and ▇▇▇▇▇▇ Sales Representatives (collectively the "▇▇▇▇▇▇ Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or causes of action arising out of or resulting from: (a) SuperGen's breach of any representation, warranty, covenant, or obligation provided for in this Agreement; (b) an infringement claim arising from ▇▇▇▇▇▇'▇ use of the SuperGen name or logo or a SuperGen Trademark in connection with the promotion or sale of the Products, provided ▇▇▇▇▇▇'▇ use is in compliance with the terms of this Agreement; (c) the negligence, recklessness or willful misconduct of SuperGen and its directors, officers or employees or SuperGen Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by SuperGen, its directors, officers, employees or SuperGen Sales Representatives; or (d) any patent infringement claim arising from the manufacture, importation, use or sale of the Product. Provided, however, that SuperGen shall not be required to indemnify the ▇▇▇▇▇▇ Indemnitees to the extent that any Losses arise out of or result from: [__________________________].
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INDEMNIFICATION BY SUPERGEN. SuperGen covenants and agrees to indemnify, defend, protect and hold harmless Immunex and its officers, directors, employees, stockholders, assigns, successors and Affiliates (individually, a "Immunex Indemnified Party" and collectively, the "Immunex Indemnified Parties") from, against and in respect of: (i) all Losses suffered, sustained, incurred or paid by any Immunex Indemnified Party in connection with, resulting from or arising out of or relating to, directly or indirectly: (a) any breach of any representation or warranty of SuperGen set forth in this Agreement or any certificate or other writing delivered by SuperGen in connection herewith; (b) any nonfulfillment of any covenant or agreement on the part of SuperGen set forth in this Agreement; (c) subject to Section 6.1(a)(i)(d), SuperGen's promotion, use, sale or distribution of Product after the Closing Date; and (d) any other Assumed Liability. (ii) any and all Losses arising from the foregoing or to the enforcement of this Section 6.1(b).
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Related to INDEMNIFICATION BY SUPERGEN

  • 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 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): (a) any SpinCo Liability; (b) any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by SpinCo or any other member of the SpinCo Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a Parent Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the SpinCo Group by any member of the Parent Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in clause (e) of Section 4.3.

  • 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 Seller (a) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.