Indemnification by Sample Clauses
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Indemnification by agrees to indemnify and hold harmless the Company, its officers, directors, employees and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents, and each affiliate of the Company (within the meaning of Rule 405 under the Securities), from and against any losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which the Company, its officers, directors, employees or agents, any such controlling Person and any officer, director, employee or agent of such controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as losses, claims, damages or liabilities (or action or proceeding in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus in light of the circumstances in which they were made) 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 therein in reliance upon and in conformity with written information related to or its plan of distribution furnished to the Company by or on behalf of expressly for use therein, and shall reimburse the Company, its officers, directors, employees and agents, and each Controlling Person of the Company, for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof.
Indemnification by agrees to indemnify the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs or expenses, including attorneys fees, of any kind whatsoever which may be imposed on, incurred by or asserted against the Indenture Trustee as the result of any act or omission in any way relating to the maintenance and custody by ___________________ of the Trustee's Mortgage Files; provided, however, that ___________________ shall not be liable for any portion of any such amount resulting from the gross negligence or wilful misconduct of the Indenture Trustee.
Indemnification by shall indemnify, defend and hold harmless Eton, its Affiliates, and its and their respective officers, directors, shareholders, employees, agents and representatives (collectively “Eton Indemnitees”) from any and all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses”) arising from any claim, demand, action or other proceeding by a Third Party, to the extent arising out of or caused by (a) gross negligence or willful misconduct of ***, its agents or Affiliates; (b) any breach of any representation, warranty or covenant of this Agreement by ***; (c) *** failure to fully comply with all applicable laws regarding Product, its use, or any part thereof; or (d) infringement of any intellectual property rights of a Third Party or misappropriation by *** or its Affiliates of any know-how of a Third Party by use or exploitation of the *** Technology; provided, however, that the foregoing indemnity obligations shall not apply to the extent that any Loss arises from, is based on, or results from any matter set forth in Section 6.2 for which Eton is obligated to indemnify *** Indemnitees. ***Text has been omitted pursuant to Registrant’s confidential treatment request filed with the Securities and Exchange Commission (“Commission”) pursuant to Rule 406 under the Securities Act of 1933. The omitted text has been filed separately with the Commission.
Indemnification by. Except as otherwise provided in Paragraph 15(a) -------------------- above, * shall defend, indemnify and hold Retailer, its parent company, their affiliates, subsidiaries, and franchisees, and the officers, directors, agents, and employees of each, free and harmless from all Claims (including reasonable attorneys' fees) which may arise directly or indirectly out of or by reason of (i) copyright infringement by, or other third party Claim against, * with *Confidential material omitted and separately filed with the Commission under an application for confidential treatment. respect to the content of any Rental Picture, provided such Claim or infringement is not the result of the negligence of Retailer or any employee or agent of Retailer, (ii) a physical defect in any Licensed Unit provided to Retailer hereunder by *, provided such defect was not caused by the negligence of Retailer or any employee or agent of Retailer, and/or (iii) a breach or violation of this Agreement or any obligation, covenant, representation or warranty made hereunder by *.
Indemnification by. ARTA Subject to the provisions of this Article VI, ARTA agrees to indemnify, defend and hold harmless TEUM from and against any and all Losses incurred or suffered arising out of any breach of any representation or warranty in this Agreement and/or in any Transaction Document made or given by ARTA.
Indemnification by. [***] shall indemnify and hold Developer and Developer’s employees, shareholders, directors, officers and agents (collectively, “Developer Indemnified Parties”) harmless from and against, for any and all Losses which Developer Indemnified Parties may at any time incur, or become subject to, and agrees to promptly defend Developer Indemnified Parties from and reimburse Developer Indemnified Parties for, any and all Losses which Developer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with:
(a) any breach or inaccuracy of any representations and warranties made by [***] in or pursuant to this Agreement;
(b) any failure by [***] to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement;
(c) any obligation or liability of [***] (contingent or otherwise) not explicitly assumed by Developer pursuant to this Agreement; and
(d) any suit, action or other proceeding brought by any Authority or Person in any way related to any of the foregoing matters.
Indemnification by agrees to indemnify and hold harmless the Company, its directors, officers and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to ________, but only with reference to information relating to ________ furnished to the Company in writing by ________ expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto); provided, however, that ________ shall not be obligated to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information provided in writing by ________ to the Company expressly for such purpose. In no event shall the liability of ________ hereunder be greater in amount than the amount of the proceeds received by him upon the sale of the Registrable Shares giving rise to such indemnification obligation.
Indemnification by. INCUMBENT Incumbent agrees to indemnify, defend and hold harmless PathNet and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:
(a) any claims of infringement of any patent, trade secret, copyright or other proprietary rights alleged to have occurred because of systems or other resources provided to PathNet by Incumbent.
(b) any claims arising out of the untruth, inaccuracy or breach of any representation or warranty of Incumbent set forth in this Agreement.
(c) the liability of PathNet for (i) any personal injury, disease or death of any person, (ii) damage to or loss of any property, money damages or specific performance owed to any third party (by contract or operation of law) or (iii) any fines, penalties, taxes, claims, demands, charges, actions, causes of action, assessments, environmental response costs, environmental penalties or injunctive obligations caused by, arising out of, or in any way incidental to, or in connection with, actions or omissions of Incumbent, its officers, directors, employees, Subcontractors or agents.
Indemnification by. [***] will indemnify, defend and hold harmless [***], its Affiliates, and its and its Affiliates’ employees, officers, directors and agents and their respective successors, heirs and assigns (each, a “[***] Indemnified Party”) from and against any liability, loss, damage or expense (including reasonable attorneys’ fees and expenses) (collectively, “Liability”) that the [***] Indemnified Party may incur or otherwise be required to pay to one or more Third Parties in connection with any Third Party suit, investigation, claim or demand resulting from or arising out of:
(a) the Research, Development, Manufacture, Commercialization, use or other exploitation of any Licensed ETB or Licensed Product by, on behalf of, or under the authority of, [***] or its Affiliates or Sublicensees or Subcontractors (other than by any [***] Indemnified Party), other than claims by one or more Third Parties that the practice of the ETB Platform in accordance with this Agreement infringes or misappropriates any issued Patent or other intellectual property rights owned or controlled by such Third Party(ies);
(b) the use by [***] at [***]’s direction in accordance with this Agreement of any Antibody to which [***] has obtained rights by directly contracting with a Third Party pursuant to Section 2.4;
(c) the material breach by [***] of any of its representations, warranties or covenants set forth in this Agreement; or
(d) the negligence or intentional misconduct of [***] or any [***]Indemnified Party; except, in each case ((a)–(d)), to the extent such claims fall within the scope of [***]’s indemnification obligations under Section 10.1.2 (or would have had the Third Party claim been made against [***] under this Agreement) as to which Liability each Party will indemnify the other to the extent of their respective liability.
Indemnification by the Buyer and the Transitory Subsidiary. Subject to the limitations set forth in this Article 9 and excepting the matters disclosed on the Buyer Disclosure Schedule, the Buyer shall indemnify and hold harmless the Target, the Target Shareholders, their affiliates and each of its respective officers, directors, employees, and agents for, from and against any loss, liability, claim (whether or not involving a third party claim), damage (including punitive, consequential, or treble damages), or expense (including reasonable legal fees and expenses), and expenses and costs of investigation, obligations, liens, assessments, judgments and fines, including, without limitation, any of the foregoing arising out of personal or bodily injury to, or damages to the property of; any third party (the foregoing being collectively referred to herein as a "Loss" or "Losses"), suffered or incurred by any such Indemnified Party to the extent arising, directly or indirectly, from or in connection with:
9.3.1 Any breach of any representation or warranty or covenant of the Buyer and the Transitory Subsidiary contained in this Agreement, including all schedules and exhibits and all related agreements executed in connection with the Closing;
9.3.2 Any breach of any covenant of the Buyer contained in this Agreement requiring performance after the Closing Date.
9.3.3 Criminal misconduct by any of Buyer or Transitory Subsidiary, whether or not disclosed to Buyer on the Schedules hereto or otherwise and which occurred prior to the Closing Date;
9.3.4 Except to the extent adequately provided for in the Buyer and Transitory Subsidiary Financial Statements, any claim arising out of or by virtue of or based upon any breach of failure by the Buyer and the Transitory Subsidiary to have performed any obligation or satisfied any liability under any contract or agreement to the extent required to be performed or satisfied at or prior to the Closing Date, exclusive of the Actions detailed in the Buyer Disclosure Schedule herein; and
9.3.5 Except to the extent provided for in the Buyer and Transitory Subsidiary Financial Statements, any claims, known or unknown, arising out of or by virtue of or based upon any Actions or Orders against the Buyer or the Transitory Subsidiary, their properties, assets, operations or business to the extent arising out of or in connection with the acts or omissions (whether voluntary or involuntary) of the Buyer or the Transitory Subsidiary prior to the Closing Date...