Indemnification of PFIZER Sample Clauses

The Indemnification of PFIZER clause requires one party to compensate or protect Pfizer from losses, damages, or liabilities that may arise from specific actions or claims related to the agreement. Typically, this means that if a third party sues Pfizer due to the other party's conduct, negligence, or breach of contract, the responsible party must cover Pfizer's legal costs and any resulting damages. This clause serves to allocate risk by ensuring that Pfizer is not financially harmed by issues outside its direct control, thereby encouraging responsible behavior and clarifying liability between the parties.
Indemnification of PFIZER. SuperGen agrees to indemnify, defend and hold harmless Pfizer and its officers, directors and Affiliates (the "Pfizer Indemnified Parties") from and against all Losses incurred or suffered by the Pfizer Indemnified Parties directly or indirectly as a result of (i) any or breach of a representation or warranty of SuperGen contained in this Agreement; (ii) any failure by SuperGen to comply with any covenant contained in this Agreement; (iii) any activities relating to the Distribution Agreement that occur after the Closing Date; or (iv) any other events or activities that occur after the Closing Date with respect to the Product.
View SourceView Similar (2)
Indemnification of PFIZER. ▇▇▇▇▇▇-▇▇▇▇▇▇▇ shall indemnify PFIZER in accordance with Section 4.03 of the International Collaboration Agreement.
View SourceView Similar (2)
Indemnification of PFIZER. (a) ▇▇▇▇▇▇-▇▇▇▇▇▇▇ shall indemnify, defend and hold PFIZER PARTIES (as hereinafter defined) harmless from and against any and all Losses incurred, suffered or sustained by PFIZER PARTIES or to which PFIZER PARTIES become subject, arising out of or resulting from: (i) any third party claims, actions, suits, proceedings, liabilities or obligations arising from (a) any misrepresentation or breach of any representation, warranty or agreement made by ▇▇▇▇▇▇-▇▇▇▇▇▇▇ in this Agreement, (b) any act or omission of negligence, recklessness or willful misconduct of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ (including, without limitation, any violation of the FD&C Act) or (c) the testing, manufacture, distribution, use or sale of the Products (including, without limitation, any claim for death or bodily injury or patent or trademark infringement); and (ii) any claim for indemnification by PFIZER which is wrongfully disputed by ▇▇▇▇▇▇-▇▇▇▇▇▇▇. For purposes of this Section 11.03 PFIZER PARTIES means PFIZER and its Affiliates and their respective agents, directors, officers and employees. (b) The indemnity in Section 11.03(a) shall not apply to the extent that any Loss is primarily the result of any breach of this Agreement by PFIZER or of any act or omission of negligence, recklessness or willful misconduct of PFIZER PARTIES.
View SourceView Similar (2)
Indemnification of PFIZER. Customer shall defend, indemnify and hold harmless Pfizer, its Affiliates and its and their respective directors, officers, employees and agents (each, a “Pfizer Indemnified Party”), from and against any Losses arising out of or relating to any Claims or Proceedings by Third Parties to the extent based upon: (i) Customer’s breach of this Agreement or of any representation or warranty made by Customer in this Agreement; or (ii) the gross negligence, recklessness, or willful misconduct of Customer, its Affiliates and its and their respective directors, officers, employees and agents; (iii) any sales to Third Parties of the Product or any product incorporating the Product; or (iv) any claims that any Intellectual Property owned by Customer and provided to Pfizer by Customer pursuant to this Agreement infringes any intellectual property right of any Third Party. Notwithstanding the foregoing, Customer shall not be liable for Losses to the extent such Losses are caused by the negligence, recklessness, or misconduct of Pfizer or breach of any of the terms of this Agreement by Pfizer.
View Source
Indemnification of PFIZER. COMPANY shall indemnify, defend and hold PFIZER, its Affiliates and their respective officers, directors, employees and agents (each, a “PFIZER Indemnified Party”) harmless from and against any and all claims, liabilities, lawsuits, or governmental action, or Losses suffered, incurred or sustained by any PFIZER Indemnified Party, by reason of any Claim or Proceeding to the extent arising out of or resulting from (a) any breach of representations, warranties or obligations of COMPANY under this Agreement (including a breach that results in a Recall of the Product(s), or non-fulfillment of or failure to perform any covenant or agreement made by COMPANY in this Agreement or any Addendum; (b) any injury to any Person or property or death occurring to any employees, subcontractors, agents of COMPANY, or any individuals on the premises of COMPANY; (c) any injury to any Person or property or death resulting from the possession, use or consumption by any Person of any Product(s) or sample supplied by COMPANY under this Agreement or any Addendum if caused by COMPANY; (d) any negligent act or omission on the part of COMPANY, Affiliates of COMPANY or employees or agents of COMPANY, or its respective Affiliates; or (e) infringement of any third party’s Intellectual Property arising out of the unauthorized manufacture, use or sale of the Product(s) or samples. Notwithstanding the foregoing, it is understood and agreed that COMPANY shall not be liable for Losses to the extent such Losses are caused by any act or omission on the part of PFIZER or the negligence, recklessness, willful misconduct or breach of any of the terms of this Agreement by PFIZER or the Pfizer Affiliate that executed the affected Addendum.
View Source

Related to Indemnification of PFIZER

  • Indemnification of NCPS From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.

  • Indemnification of Licensee Subject to Section 9.3 below, TeneoBio agrees to indemnify, hold harmless and defend Licensee, its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated Third Parties, incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party (collectively, “Third Party Claims”) (A) alleging the use by TeneoBio of UniRat to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out of the breach by TeneoBio of any of its representations, warranties or covenants set forth in this Agreement or (C) to the extent arising out of the gross negligence or willful misconduct of any TeneoBio Indemnitee. Notwithstanding anything to the contrary herein, in no event shall TeneoBio be obligated to indemnify Licensee Indemnitees for any Third Party Claims to the extent such Third Party Claims would be subject to indemnification by Licensee pursuant to Section 9.2(b) or (c).

  • Indemnification of Company Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts and (y) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

  • Limitation of Liability; Indemnification (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

  • Indemnification of Client In the event that the Client or Masterworks becomes involved in any capacity in any action, proceeding, investigation, or inquiry in connection with any matter referred to in this Agreement, the Financial Adviser agrees to reimburse the Client or Masterworks for its legal and other expenses (including but not limited to the cost of any investigation and preparation as they are incurred by Client or Masterworks in connection therewith) if, and to the extent that (i) it shall be finally judicially determined by a court of competent jurisdiction that such action, proceeding, investigation, or inquiry arose out of the gross negligence or willful misconduct of Financial Adviser in performing the services, which are the subject of this Agreement; or (ii) such action, proceeding, investigation, or inquiry arose solely out of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws. Financial Adviser also agrees to indemnify Client and hold it harmless from and against any and all losses, claims, damages, liabilities, costs, and expenses of every kind, nature, and description, fixed or contingent (including, without limitation, counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Client may be involved in any capacity) incurred by Client or Masterworks in connection with or as a result of any matter referred to in this Agreement or arising out of any matter contemplated by this Agreement if (i) it shall be finally judicially determined by a court of competent jurisdiction that such losses, claims, damages, or liabilities arose out of the gross negligence or willful misconduct of Financial Adviser; or, (ii) in the event of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws.