1Indemnification. 4.1. 1The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) caused by, resulting from, arising out of or based upon any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder, subject to customary exclusions.
4.1. 2In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or ...
1Indemnification. Tenant shall, at no cost or expense to Landlord other than any de minimis cost or expense, protect, defend, indemnify, release and hold harmless each of the Indemnified Parties for, from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the negligence, illegal acts, fraud, or willful misconduct of such Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law solely by any of the Indemnified Parties by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease) caused by, incurred or resulting from Tenant’s operations of the Premises, whether relating to alteration, maintenance, or use by Tenant or any Tenant Parties thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Tenant, its officers, employees, agents or other persons, or to which any Indemnified Party is subject because of Landlord’s interest in the Premises, including Losses arising from (i) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (ii) any use, non-use or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iii) any representation or warranty made herein by Tenant, in any certificate delivered in connection herewith or in any other agreement to which Tenant is a party or pursuant thereto being false or misleading in any material respect as of the date such representation or warranty was made, (iv) performance of any labor or services or the furnishing of any materials, equipment or other property ordered by Tenant in respect to the Premises or any portion thereof, (v) the claims of any invitees, patrons, licensees or subtenants of all or any portion of the Premises or any Person acting through or under Tenant or otherwise acting under or as a consequence of this Lease, (vi) any act or omission of Tenant or its employees, agents, contractors, licensees, subtenants or invitees, (vii) any contest referred to in Section 28.16, and (viii) the sale of liquor, beer or wine on...
1Indemnification. Except as otherwise provided in the Act, the Company shall indemnify, defend and hold harmless a Member from any claim or liability, and from any loss, cost or expense, including, but not limited to, attorneys' fees and court costs, which may be made or imposed upon such Member by reason of any act performed for or on behalf of the Company or in furtherance of the Company's business, or any omission to act, except for acts and omissions that constitute willful misconduct, fraud, bad faith or improper distributions to the extent set forth in the Act.
1Indemnification. Payment Gateway shall defend, indemnify and hold You and any of Your officers, directors, agents and employees harmless from and against any and all third party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by You, arising out of or relating to any alleged infringement of a U.S. patent of any other entity or person by Payment Gateway.
1Indemnification. (a) The Seller, shall jointly and severally indemnify and pay Company, Buyer and their Affiliates, and each of their respective officers, directors, members, managers, employees, stockholders, agents and representatives (“Buyer Indemnified Parties”) against any loss, liability, claim, cost, damage, or expense (including reasonable legal fees and expenses), as incurred (payable promptly upon written request with appropriate supporting documentation), arising from, in connection with, or otherwise with respect to (i) any breach of any representation or warranty of the Seller contained in this Agreement, and (ii) the operation or conduct of the Business prior to the Closing.
(b) Buyer shall indemnify and pay the Seller, and each of their respective affiliates, officers, directors, members, managers, employees, stockholders, agents and representatives against any loss, liability, claim, cost, damage, or expense (including reasonable legal fees and expenses), as incurred (payable promptly upon written request with appropriate supporting documentation), arising from, in connection with, or otherwise with respect to (i) any breach of any representation or warranty of the Seller contained in this Agreement, (ii) any breach of any covenant of the Seller contained in this Agreement, and (iii) the operation or conduct of the Business following the Closing, provided, however, that the Seller shall have no indemnification obligations with respect to (a) claims for violation of third-party trademark rights to the Business trade name and related service marks, (b) any intentional or grossly negligent actions or failures to act by the Sellers, or (c) any aspect of operation or conduct of the Business following the Closing that arises as a result of any breach of any covenant, representation or warranty of the Seller contained in this Agreement.
1Indemnification. To the full extent permitted by law, Seller shall indemnify, defend and hold harmless Buyer, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, and/or caused in whole or in part by any negligent or wrongful act, error, or omission of Seller or by any individual or agency for which Seller is legally liable, including officers, agents, employees or subcontractors of Seller. Buyer shall defend, indemnify and hold harmless the Seller, its officers, agents, and representatives from and against any loss, injury, damage, claim, lawsuit, liability, expense, or damages of any kind or nature arising out of or in connection with (i) Buyer Scheduling Coordinator’s performance as Scheduling Coordinator for the Facility, or (ii) the negligent or willful misconduct of such Buyer or by any individual or agency for which such Buyer is legally liable, including officers, agents, or employees of Buyer. Nothing in this Section 16.1 shall enlarge or relieve Seller or any Buyer of any liability to the other for any breach of this Agreement. No Party shall be indemnified for any damages resulting from its gross negligence, intentional acts, or willful misconduct or for the gross negligence, intentional acts, or willful misconduct of its Affiliates, directors, officers, employees and agents. These indemnity provisions shall not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy.
1Indemnification. Parties agree to hold harmless and indemnify other Party, its affiliates, and their respective officers, directors, employees, and contractors from and against any claims, to the extent they arise from the willful, fraudulent, or negligent acts or omissions of Client or its officers, directors, employees, or contractors other than the Party (collectively, “Party Persons”) in connection with, arising from, or related to the Services.
1Indemnification. In the event that (a) the Employee was or is a party or is threatened to be made a party to any Proceeding (as defined below) by reason of the Employee’s Corporate Status (as defined below) or (b) the Employee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Employee’s Corporate Status, the Employee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Employee in connection with such Proceeding (referred to herein as “Indemnifiable Amounts”). For purposes hereof, the terms (i) “Proceeding” means any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, (ii) “Corporate Status” means the status of the Employee as an employee and/or director of the Company, as
1Indemnification. Borrower shall indemnify, defend and hold the Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, attorneys’ fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against the Lender or any of Lender’s Affiliates in connection with, arising from or relating to Lender’s entering into or carrying out the terms of this Agreement or being the holder of the Subordinated Note, unless the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.
1Indemnification. Each Party (the “Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the other Party (the “Indemnified Party”), its Affiliates and Representatives from and against all third party liabilities, claims, damages, losses, costs, Certain confidential information contained in this document has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. expenses, demands, suits and actions (including [***]) (collectively, “Claims”) arising out of or resulting from (a) the negligence or willful misconduct of the Indemnifying Party or its Affiliates, Representatives or subcontractors, (b) violation of Applicable Law by the Indemnifying Party or its Affiliates, Representatives or subcontractors in connection with its performance under this Agreement or (c) product liability arising from the Indemnifying Party’s products; except, in each case, to the extent the Claims are due to (i) the negligence or willful misconduct of the Indemnified Party or its Affiliates, Representatives or subcontractors, (ii) violation of law by the Indemnified Party or its Affiliates, Representatives or subcontractors in connection with its performance under this Agreement or (d) product liability arising from the Indemnified Party’s product.
