Indemnification Contract Clauses (39,219)

Indemnification. (a) Each Seller, on a several basis and not on a joint basis, shall indemnify and hold harmless Purchaser and the Company for any damages or losses sustained or incurred by Purchaser or the Company related to or arising out of (i) any breach of a representation or warranty made by such Seller herein, or (ii) any breach or non-fulfillment of any covenant of such Seller set forth herein. (b) Purchaser shall indemnify and hold harmless each Seller and the Company for any damages or losses... sustained or incurred such Seller or the Company related to or arising out of (i) any breach of a representation or warranty made by Purchaser herein, or (ii) any breach or non-fulfillment of any covenant of Purchaser set forth herein. View More

Indemnification. Advaxis hereby agrees to save, defend and hold Amgen and its Affiliates and its and their respective directors, officers, employees and agents (each, an "Amgen Indemnitee") harmless from and against any and all liabilities, expenses and losses, including reasonable legal expenses and attorneys' fees (collectively, "Losses"), to which any Amgen Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or... indirectly out of: (a) the development, manufacture, use, handling, storage, sale or other disposition of any Product by or on behalf of Advaxis or its Affiliates or Sublicensees (b) the gross negligence or willful misconduct of Advaxis or any of its Affiliates, Sublicensees or subcontractors in performing under this Agreement, or (c) the breach by Advaxis of any warranty, representation, covenant or agreement made by Advaxis in this Agreement; except, in each case, to the extent such Losses result from clause (a), (b) or (c) of Section 13.2. 40 13.2 Indemnification by Amgen. Amgen hereby agrees to save, defend and hold Advaxis, its Affiliates, its licensees and their respective directors, officers, employees and agents (each, an "Advaxis Indemnitee") harmless from and against any and all Losses to which any Advaxis Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (a) the development, manufacture, use, handling, storage, sale or other disposition of any Product by or on behalf of Amgen or its Affiliates or Sublicensees, (b) the gross negligence or willful misconduct of Amgen or any of its Affiliates, Sublicensees or subcontractors in performing under this Agreement, or (c) the breach by Amgen of any warranty, representation, covenant or agreement made by Amgen in this Agreement; except, in each case, to the extent such Losses result from clause (a), (b) or (c) or Section 13.1. 13.3 Control of Defense. Any entity entitled to indemnification under this Article 13 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses (provided, however, that any failure or delay to notify shall not excuse any obligation of the indemnifying party except to the extent such party is actually prejudiced thereby), and the indemnifying party shall assume (and have control over) the defense of such Losses with counsel reasonably satisfactory to the indemnified party and the indemnified party shall reasonably cooperate (at the indemnifying party's reasonable expense). If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not settle any claim with respect to such Losses without the indemnified party's prior written consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses. For clarity, the indemnified party may freely withhold its consent to a settlement of a claim with respect to Losses if (i) such settlement does not include a complete release from liability of the indemnified party or if such settlement would involve undertaking an obligation (including the payment of money by an indemnified party), (ii) would bind or impair the indemnified party or (iii) includes any admission of wrongdoing or that any intellectual property or proprietary right of the indemnified party or this Agreement is invalid, narrowed in scope or unenforceable. The Indemnified Party shall not settle or compromise any claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. 13.4 Insurance. Each party, at its own expense, shall maintain product liability and other appropriate insurance (or self-insure sufficiently to provide materially the same level and type of protection) in an amount consistent with sound business practice and adequate in light of its obligations under this Agreement during the Term. Each party shall provide a certificate of insurance (or evidence of self-insurance) evidencing such coverage to the other party upon request. Such insurance will not create a limit to either party's liability hereunder. View More