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 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 agrees to indemnify the 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 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 Trustee.
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 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. 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. 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:
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:
Indemnification by. [customer]. [customer] will defend oAppsNET against any claim, demand, suit or proceeding made or brought against oAppsNET by a third party alleging that any of [customer]’s Data infringes or misappropriates such third party’s intellectual property rights, or arising from [customer]’s use of the Products or Content in violation of the Agreement, the Order Form or applicable law (each a “Claim Against oAppsNET”), and [customer] will indemnify oAppsNET from any damages, attorney fees and costs finally awarded against oAppsNET as a result of, or for any amounts paid by oAppsNET under a settlement approved by [customer] in writing of, a Claim Against oAppsNET, provided oAppsNET (a) promptly gives [customer] written notice of the Claim Against oAppsNET, (b) gives [customer] sole control of the defense and settlement of the Claim Against oAppsNET (except that [customer] may not settle any Claim Against oAppsNET unless it unconditionally releases oAppsNET of all liability), and (c) gives [customer] all reasonable assistance, at [customer]’s expense.
Indemnification by. BABF Subject to this Article 8, BABF agrees ----------------------- to indemnify, defend and hold the Existing Shareholders and their respective heirs, successors and assigns (the Existing Shareholders and such persons are hereinafter collectively referred to as "Existing Shareholders' Indemnified Persons"), harmless from and against any and all Losses that the Existing Shareholders' Indemnified Persons may suffer, sustain, incur or become subject to arising out of or due to: (a) any inaccuracy of any representation of BABF in this Agreement or in any Schedule hereto; (b) the breach of any warranty of BABF in this Agreement or any Schedule hereto; and (c) the nonfulfillment of any covenant, undertaking, agreement or other obligation of BABF under this Agreement or any Schedule hereto, not otherwise waived by an Existing Shareholder.
