Common use of Indemnification by the Parties Clause in Contracts

Indemnification by the Parties. 15.1.1 Licensor will defend, at its own expense, indemnify and hold harmless the Licensee and its Affiliates from and against any and all damages, liabilities, losses, costs, and expenses, including attorneys fees, arising out of any claims, causes of action, lawsuits or other proceedings (“Claims”) brought against it to the extent such Claim arises out of or relates to (i) any breach or violation of, or failure to perform, any covenant or agreement made by Licensor in this Agreement, unless waived in writing by Licensee; (ii) any breach of the representations or warranties made by Licensor in this Agreement; or (iii) the negligence or willful misconduct of Licensor or its Affiliates, except, with respect to clauses (i) and (ii) above, to the extent arising out of the breach, violation, failure, negligence or willful misconduct of the indemnified party. 15.1.2 Licensee will defend, at its own expense, indemnify and hold harmless Licensor and its Affiliates from and against any and all Claims brought against it to the extent such Claim arises out of or relates to (i) any breach or violation of, or failure to perform, any covenant or agreement made by Licensee in this Agreement, unless waived in writing by Licensor; (ii) any breach of the representations or warranties made by Licensee in this Agreement; (iii) the negligence or willful misconduct of Licensee, its Affiliate or Sublicensees; or (iv) the development, use, offer for sale, or sale of Product by Licensee, its Affiliates or Sublicensees, except, with respect to clauses (i) and (ii) above, to the extent arising out of the breach, violation, failure, negligence or willful misconduct of Licensor. 15.1.3 Each Party agrees that it shall promptly notify the other in writing of any such claim or action and give the indemnifying Party full information and assistance in connection therewith. The indemnifying Party shall have the sole right to control the defense if any such claim or action and the sole right to settle or compromise any such claim or action, except that the prior written consent of the other Party shall be required in connection with any settlement or compromise which could (i) place any obligation on or require any action of such other Party; (ii) admit or imply any liability or wrongdoing of such other Party; or (iii) adversely affect the goodwill or public image of such other Party. Notwithstanding the foregoing, the indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be borne solely by the indemnified Party.

Indemnification by the Parties. 15.1.1 Licensor will defend, at its own expense, indemnify and hold harmless the Licensee and its Affiliates from and against any and all damages, liabilities, losses, costs, and expenses, including attorneys fees, arising out of any claims, causes of action, lawsuits or other proceedings (“Claims”) brought against it to the extent such Claim arises out of or relates to (i) any breach or violation ofTo the extent permitted by applicable law, or failure to perform, any covenant or agreement made by Licensor and except as otherwise provided in this Agreement, unless waived LSU will have liability (for indemnification for third party claims, for direct damages of any of the Parties or otherwise) for all costs, expenses, losses, damages, fines, penalties, forfeitures or liabilities (including, without limitation, interest which may be imposed by a court in writing by Licensee; connection therewith), court costs, litigation expenses, reasonable attorneys’ and paralegals’ fees and accounting fees (iicollectively, the “Damages”) any arising as a result of: (1) a breach of the representations any representation or warranties made by Licensor in this Agreement; or (iii) the negligence or willful misconduct of Licensor or its Affiliates, except, with respect to clauses (i) and (ii) above, to the extent arising out of the breach, violation, failure, negligence or willful misconduct of the indemnified party. 15.1.2 Licensee will defend, at its own expense, indemnify and hold harmless Licensor and its Affiliates from and against any and all Claims brought against it to the extent such Claim arises out of or relates to (i) any breach or violation of, or failure to perform, any covenant or agreement made by Licensee warranty in this Agreement, unless waived in writing or any related agreement, document or instrument to which it is a party, by Licensor; (ii) any breach of the representations LSU or warranties made by Licensee in this Agreement; (iii) the negligence or willful misconduct of Licensee, its Affiliate or SublicenseesLSUHSC-S; or (iv2) the developmentactions or failure to act by LSU Personnel; or (3) the Retained Liabilities, useprovided, offer for salehowever, that LSU’s obligation under this Section 15.2(a)(i) shall only apply if, on or sale before the third (3rd) anniversary of Product by Licenseethe Commencement Date, its Affiliates or Sublicensees, except, with respect to clauses (i) and (ii) above, LSU is notified of a claim specifying the factual basis of the claim in reasonable detail to the extent arising out of then known by the breach, violation, failure, negligence or willful misconduct of Licensor. 15.1.3 Each Party agrees that it shall promptly notify the other in writing of any asserting such claim or action and give the indemnifying Party full information and assistance in connection therewith. The indemnifying Party shall have the sole right to control the defense if any such claim or action and the sole right to settle or compromise any such claim or action, except that the prior written consent of the other Party shall be required in connection with any settlement or compromise which could (i) place any obligation on or require any action of such other Party; (ii) admit or imply any liability or wrongdoing of such other Party; or (iii) adversely affect the goodwill or public image of such other Partyclaim. Notwithstanding the foregoing, with respect to an indemnification claim based on fraud, the indemnified Party failure to perform any covenant or obligation in this Agreement and any other certificate or document delivered pursuant to this Agreement or the failure to pay any Retained Liability, a claim may participate therein through counsel be made at any time. Notwithstanding the foregoing, with respect to an indemnification claim based on a federal program recoupment action or violation of its choicea Health Care Law, but a claim may be made within the cost applicable statute of such counsel shall be borne solely limitations. (ii) To the extent permitted by applicable law, and except as otherwise provided in this Agreement, the State will have liability (for indemnification for third party claims, for direct damages of any of the Parties or otherwise) for Damages as a result of a breach by the indemnified PartyState of any representation or warranty in this Agreement, or any related agreement, document or instrument to which the State is a party, provided, however, that the State’s obligation under this Section 15.2(a)(ii) shall only apply if, on or before the third (3rd) anniversary of the Commencement Date, the State is notified of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by the Party asserting such claim. Notwithstanding the foregoing, with respect to an indemnification claim based on fraud, a claim may be made at any time. (iii) RESERVED (iv) Except as otherwise provided in this Agreement, BRFHH will have liability (for indemnification for third party claims, for direct damages of any of the Parties or otherwise) for Damages as a result of: (1) a breach of any representation or warranty in this Agreement, or any related agreement, document or instrument to which it is a party, by BRFHH; or (2) the actions or failure to act by the employees or agents of BRFHH; provided, however, that BRFHH’s obligation under this Section 15.2(a)(iv) shall only apply if, on or before the third (3rd) anniversary of the Commencement Date, BRFHH is notified of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by the Party asserting such claim. Notwithstanding the foregoing, with respect to an indemnification claim based on fraud, a claim may be made at any time. (v) Except as otherwise provided in this Agreement, BRF will have liability (for indemnification for third party claims, for direct damages of any of the Parties or otherwise) for Damages as a result of: (1) a breach of any representation or warranty in this Agreement, or any related agreement, document or instrument to which it is a party, by BRF, or (2) the actions or failure to act by the employees or agents of BRF; provided, however, that BRF’s obligation under this Section 15.2(a)(v) shall only apply if, on or before the third (3rd) anniversary of the Commencement Date, BRF is notified of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by the Party asserting such claim. Notwithstanding the foregoing, with respect to an indemnification claim based on fraud, a claim may be made at any time.

Indemnification by the Parties. 15.1.1 Licensor will defend, at its own expense, indemnify and hold harmless To the Licensee and its Affiliates from and against any and all damages, liabilities, losses, costsextent permitted by applicable law, and expenses, including attorneys fees, arising out of any claims, causes of action, lawsuits or other proceedings (“Claims”) brought against it to the extent such Claim arises out of or relates to (i) any breach or violation of, or failure to perform, any covenant or agreement made by Licensor except as otherwise provided in this Agreement, unless waived LSU will have liability (for indemnification for third party claims, for direct damages of any of the Parties or otherwise) for all costs, expenses, losses, damages, fines, penalties, forfeitures or liabilities (including, without limitation, interest which may be imposed by a court in writing by Licensee; connection therewith), court costs, litigation expenses, reasonable attorneys’ and paralegals’ fees and accounting fees (iicollectively, the “Damages”) any arising as a result of: (1) a breach of the representations any representation or warranties made by Licensor in this Agreement; or (iii) the negligence or willful misconduct of Licensor or its Affiliates, except, with respect to clauses (i) and (ii) above, to the extent arising out of the breach, violation, failure, negligence or willful misconduct of the indemnified party. 15.1.2 Licensee will defend, at its own expense, indemnify and hold harmless Licensor and its Affiliates from and against any and all Claims brought against it to the extent such Claim arises out of or relates to (i) any breach or violation of, or failure to perform, any covenant or agreement made by Licensee warranty in this Agreement, unless waived in writing or any related agreement, document or instrument to which it is a party, by Licensor; (ii) any breach of the representations LSU or warranties made by Licensee in this Agreement; (iii) the negligence or willful misconduct of Licensee, its Affiliate or Sublicenseesaffiliate LSUHSC-S; or (iv2) the developmentactions or failure to act by LSU Personnel; or (3) the Retained Liabilities, useprovided, offer for salehowever, that LSU’s obligation under this Section 15.2(a)(i) shall only apply if, on or sale before the third (3rd) anniversary of Product by Licenseethe Commencement Date, its Affiliates or Sublicensees, except, with respect to clauses (i) and (ii) above, LSU is notified of a claim specifying the factual basis of the claim in reasonable detail to the extent arising out of then known by the breach, violation, failure, negligence or willful misconduct of Licensor. 15.1.3 Each Party agrees that it shall promptly notify the other in writing of any asserting such claim or action and give the indemnifying Party full information and assistance in connection therewith. The indemnifying Party shall have the sole right to control the defense if any such claim or action and the sole right to settle or compromise any such claim or action, except that the prior written consent of the other Party shall be required in connection with any settlement or compromise which could (i) place any obligation on or require any action of such other Party; (ii) admit or imply any liability or wrongdoing of such other Party; or (iii) adversely affect the goodwill or public image of such other Partyclaim. Notwithstanding the foregoing, with respect to an indemnification claim based on fraud, the indemnified Party failure to perform any covenant or obligation in this Agreement and any other certificate or document delivered pursuant to this Agreement or the failure to pay any Retained Liability, a claim may participate therein be made at any time. Notwithstanding the foregoing, with respect to an indemnification claim based on a federal program recoupment action or violation of a Health Care Law, a claim may be made within the applicable statute of limitations. • To the extent permitted by applicable law, and except as otherwise provided in this Agreement, the State, through counsel DOA, will have liability (for indemnification for third party claims, for direct damages of its choiceany of the Parties or otherwise) for Damages as a result of a breach of any representation or warranty in this Agreement, but or any related agreement, document or instrument to which the cost of such counsel shall be borne solely State is a party through DOA, by the indemnified PartyState, provided, however, that the State’s obligation under this Section 15.2(a)(ii) shall only apply if, on or before the third (3rd) anniversary of the Commencement Date, the State is notified of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by the Party asserting such claim. Notwithstanding the foregoing, with respect to an indemnification claim based on fraud, a claim may be made at any time. • To the extent permitted by applicable law, and except as otherwise provided in this Agreement, State, through DHH, will have liability (for indemnification for third party claims, for direct damages of any of the Parties or otherwise) for Damages as a result of a breach of any representation or warranty in this Agreement, or any related agreement, document or instrument to which the State is a party through DHH, by the State; provided, however, that the State’s obligation under this Section 15.2(a)(iii) shall only apply if, on or before the third (3rd) anniversary of the Commencement Date, the State is notified of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by the Party asserting such claim. Notwithstanding the foregoing, with respect to an indemnification claim based on fraud, a claim may be made at any time. • Except as otherwise provided in this Agreement, BRFHH will have liability (for indemnification for third party claims, for direct damages of any of the Parties or otherwise) for Damages as a result of: (1) a breach of any representation or warranty in this Agreement, or any related agreement, document or instrument to which it is a party, by BRFHH; or (2) the actions or failure to act by the employees or agents of BRFHH; provided, however, that BRFHH’s obligation under this Section 15.2(a)(iv) shall only apply if, on or before the third (3rd) anniversary of the Commencement Date, BRFHH is notified of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by the Party asserting such claim. Notwithstanding the foregoing, with respect to an indemnification claim based on fraud, a claim may be made at any time. • Except as otherwise provided in this Agreement, BRF will have liability (for indemnification for third party claims, for direct damages of any of the Parties or otherwise) for Damages as a result of: (1) a breach of any representation or warranty in this Agreement, or any related agreement, document or instrument to which it is a party, by BRF, or (2) the actions or failure to act by the employees or agents of BRF; provided, however, that BRF’s obligation under this Section 15.2(a)(v) shall only apply if, on or before the third (3rd) anniversary of the Commencement Date, BRF is notified of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by the Party asserting such claim. Notwithstanding the foregoing, with respect to an indemnification claim based on fraud, a claim may be made at any time.