1Indemnification Sample Clauses

1Indemnification. 4.1. 1The Company agrees to indemnify and hold free and harmless, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, partners, stockholders or members, affiliates, consultants, fiduciaries, managers, employees, agents and each Person who controls such Holder (within the meaning of the Securities Act) (the “Indemnified Parties”) from and against all actions, causes of action, suits, losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) caused by any of the following (each, a “Violation”): (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus, preliminary Prospectus or Free Writing Prospectus or any amendment thereof or supplement thereto or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company will reimburse such Indemnified Party for any legal and other expenses reasonably incurred in connection with investigating or defending any such Losses, except insofar as any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in filing in reliance upon and in conformity with any information furnished in writing to the Company by such Indemnified Party, relating to such Indemnified Party, expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each Person 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 Indemnified Parties. 4.1. 2In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish 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 and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each Person who controls the Company (within the meaning of the Securities Act) from and against any Losses resulting from (as determined by a final and appealable judgment, order or decree of a court of competent jurisdiction) any untrue statement of material fact contained in the Registration Statement, ...

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. (a) PW's Indemnification. PW will indemnify, defend and hold RA and its Affiliates, and all their respective officers, managers, employees, and agents, harmless from and against any and all Losses asserted by third parties arising out of the performance by PW of its obligations under this Agreement, or to the extent caused by or resulting from a claim that the Licensed Property or use thereof infringes any Intellectual Property right of any third party. (b) RA's Indemnification. RA shall defend, indemnify, and hold harmless PW, RS and PI and its Affiliates, and all their respective officers, managers, employees, and agents, against any Losses asserted by third parties, arising out of (i) any inaccuracy in or breach of any of the representations or warranties of RA pursuant to this Agreement; (ii) any breach or nonperformance of any covenant, agreement or obligation to be performed by RA, any sublicensee, or RA’s Affiliates pursuant to this Agreement; (iii) gross negligent acts and/or omissions and/or willful misconduct of RA, any sublicensee, or RA’s Affiliates; (iv) except for Licensed Property, any claim that RA, any sublicensee, or RA’s Affiliates, has infringed or violated a third-party’s intellectual property or other rights (including RA, any sublicensee, or RA’s Affiliates creation of marketing materials hereunder), including without limitation to, the rights of publicity, rights of privacy, and intellectual property rights, of third-parties; (v) any alleged defects or dangers inherent in Hemp Products or the use thereof; (vi) any claims of sublicensees regarding Hemp Products, arising out of RA’s negligence or intentional misconduct; (vii) any death, injuries or damages to purchasers, users, or consumers of Hemp Products or arising from or related to the use of Hemp Products; (viii) performance under this Agreement by RA, any sublicensee, or RA’s Affiliates, including without limitation to, any product liability claim related to Hemp Products,; (ix) any violation of applicable law (excepting the Controlled Substances Act and any related laws) as it relates to RA, any sublicensee, or RA’s Affiliates business; (x) any tax or penalty related to RA, any sublicensee, or RA’s Affiliates business; (xi) any of RA’s insurance requirements hereunder; (xii) any claim of false or misleading conduct or advertising by RA, any sublicensee, or RA’s Affiliates; (xiii) any business or other activities conducted or pursued by RA, any sublicensee, or RA’s Affiliates r...

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. 11.1.1 Supplier shall indemnify and hold harmless Customer, its Affiliates, and their directors, officers, employees, and agents and permitted assigns (collectively, the “Customer Representatives”) from and against all damages, losses, liabilities, expenses, claims, demands, suits, penalties or judgments or administrative or judicial orders (including reasonable attorneys’ fees and expenses reasonably incurred) (collectively, “Losses”) incurred by the Customer Representatives in connection with any claims, demands, actions or other proceedings by any Third Party for damage to physical property, personal injury (including loss of injured person’s earnings) or death (including such claims made on the basis of product liability) or other direct damage (individually and collectively, “Claims”) to the extent resulting from or arising out of; (i) the gross negligence or willful misconduct of Supplier or its Affiliates and their respective officers, directors, employees, agents and representatives; (ii) any breach by Supplier of its representations, warranties, obligations or covenants in this Agreement; (iii) the Development, patient use of Licensed Product, Manufacture, supply of the Product to Customer by Supplier, or Commercialization of Product by or on behalf of Supplier, including Claims with respect to product liability except to the extent such Claims would be indemnifiable pursuant to Section 11.1.2 of this Agreement; (iv) infringment of any patent, copyright or trademark or misappropriation of any trade secret or other intellectual property of any Third Party in the use of any Supplier Technology in the Manufacture of the Product; or (v) Supplier’s failure to abide by any Applicable Law (including environmental laws, regulations and orders and any failure by Supplier to obtain and maintain any Regulatory Approvals Supplier is required to have for Manufacture of the Product and required to be obtained and maintained by Supplier under Applicable Law), except, in each case ((i) through (v)), to the extent Customer has an obligation to indemnify any Supplier Representative pursuant to Section11.1.2. The provisions of this Section shall survive the termination or expiration of 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. (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. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the placement agent contained in the Placement Agent Agreement between A.G.P. and the Company, dated as of April 26, 2021. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in the Placement Agent Agreement whereby A.G.P. has agreed to indemnify the Company.

1Indemnification. During the term of this Agreement, the Company agrees to fully and completely indemnify and hold harmless Contractor from any and all claims other than those for Contractor’s own negligence or gross negligence. At all times, Company shall maintain commercial insurance on the Services to be performed by Contractor.