Common use of 1Indemnification Clause in Contracts

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 the Premises or any portion thereof. It is expressly understood and agreed that the parties’ obligations under this Section 23.1 shall survive the expiration or earlier termination of this Lease with respect to the Premises for any reason. Except to the extent specified to the contrary in the above, Tenant shall have no obligation to indemnify any of the Indemnified Parties to the extent that such Losses arise from negligence, illegal acts, fraud, or willful misconduct of any Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law by any of the Indemnified Parties solely 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.

1Indemnification. Tenant shall, at no cost or expense to Landlord other than any de minimis cost or expense, protect, defend, shall indemnify, release pay on behalf (when necessary), defend and hold harmless each the Landlord, and Landlords’ property manager, trustees, board members, officers, directors, controlling entities, contractors, mortgagees, employees, consultants, attorneys, agents, representatives, parent companies, subsidiaries, members, owners, partners, shareholders and affiliates and all of their respective successors and assigns (collectively the “Landlord Indemnified Parties for, Parties”) from and against any all third party claims, costs, liabilities, direct and all Losses consequential losses, damages, penalties, recoveries, suits, judgments, executions, direct and consequential (excluding Losses suffered by an Indemnified Party including injunction-related) costs and expenses of whatever nature, including reasonable attorney’s fees and court costs, arising out of the negligence, illegal acts, fraud, (a) injury to persons or willful misconduct of such Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed damage to or status incurred as a matter of law solely by any of the Indemnified Parties by reason of Landlord’s interest property in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease(b) 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 persons or damage to property occurring in, on or about wherever situated (other than in the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iiPremises) 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) resulting from any act or omission of Tenant or (c) resulting from Xxxxxx’s occupancy or use of the Premises. This indemnity provision also pertains to work or installation done by the Tenant, its employees, agents, contractors, licenseesemployees, subtenants or invitees, (vii) any contest referred to in Section 28.16, and (viii) the sale of liquor, beer or wine invitees on the Premises during the term of this Lease and during the period of time, if any, prior to the commencement of this Lease for which the Tenant has been allowed access to the Premises. Any liability associated with the work or any portion thereofinstallation performed by contractors includes a resultant mechanic’s liens and monies due ​ ​ ​ ​ NeuroBo Pharmaceuticals, Inc. - Lease ​ ​ Page 8 of 27 ​ ​ ​ LL Initials: ​ ​ T Initials: ​ ​ ​ on account of such work. It is expressly understood and agreed that This provision shall also survive beyond the parties’ obligations under this Section 23.1 shall survive the expiration or earlier termination of this Lease with respect for a period of one year. Landlord shall indemnify, pay on behalf (when necessary), defend and hold harmless the Tenant from and against any and all claims, demands, liabilities, losses and/or damages to Tenant as the Premises for any reason. Except to the extent specified to the contrary in the above, Tenant shall have no obligation to indemnify any of the Indemnified Parties to the extent that such Losses arise from negligence, illegal acts, fraud, or willful misconduct result of any Indemnified Party; provided, however, that grossly negligent or intentional act by Landlord and/or for the term “negligence” shall not include negligence imputed to or status incurred as a matter breach of law by any of the Indemnified Parties solely by reason of Landlord’s interest in Representations and Warranties contained herein. In the Premises event that any action or proceeding is brought against Tenant, and the foregoing indemnity is applicable to such action or proceeding, then Landlord’s failure to act in respect , upon notice from Tenant, shall resist and defend such action or proceeding. This provision shall also survive beyond the termination of matters which are or were the obligation this Lease for a period of Tenant under this Leaseone year.

1Indemnification. Tenant shall, at no cost or expense to Landlord other than any de minimis cost or expense, protect, defend, indemnify, release 11.1.1 Supplier shall indemnify and hold harmless each of Customer, its Affiliates, and their directors, officers, employees, and agents and permitted assigns (collectively, the Indemnified Parties for, “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 all Losses (excluding Losses suffered by an Indemnified Party collectively, “Claims”) to the extent resulting from or arising out of of; (i) the negligence, illegal acts, fraud, gross negligence or willful misconduct of such Indemnified Party; providedSupplier or its Affiliates and their respective officers, 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 officersdirectors, 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, and representatives; (ii) any usebreach by Supplier of its representations, non-use warranties, obligations 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, covenants in this Agreement; (iii) any representation or warranty made herein by Tenantthe Development, 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 patient use of Licensed Product, Manufacture, supply of the date 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 representation or warranty was made, Claims would be indemnifiable pursuant to Section 11.1.2 of this Agreement; (iv) performance infringment of any labor patent, copyright or services trademark or the furnishing misappropriation of any materials, equipment trade secret or other intellectual property ordered by Tenant of any Third Party in respect to the Premises use of any Supplier Technology in the Manufacture of the Product; or any portion thereof, (v) the claims of Supplier’s failure to abide by any inviteesApplicable Law (including environmental laws, patrons, licensees or subtenants of all or regulations and orders and any portion failure by Supplier to obtain and maintain any Regulatory Approvals Supplier is required to have for Manufacture of the Premises or any Person acting Product and required to be obtained and maintained by Supplier under Applicable Law), except, in each case ((i) through or under Tenant or otherwise acting under or as a consequence of this Lease(v)), (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 the Premises or any portion thereof. It is expressly understood and agreed that the parties’ obligations under this Section 23.1 shall survive the expiration or earlier termination of this Lease with respect to the Premises for any reason. Except to the extent specified to the contrary in the above, Tenant shall have no Customer has an obligation to indemnify any Supplier Representative pursuant to Section11.1.2. The provisions of this Section shall survive the Indemnified Parties to the extent that such Losses arise from negligence, illegal acts, fraud, termination or willful misconduct expiration of any Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law by any of the Indemnified Parties solely 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 LeaseAgreement.

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 Premisesany Site, 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 Premisesany Site, 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 the Premises or any portion thereof. It is expressly understood and agreed that the parties’ obligations under this Section 23.1 shall survive the expiration or earlier termination of this Lease with respect to the Premises any Site for any reason. Except to the extent specified to the contrary in the above, Tenant shall have no obligation to indemnify any of the Indemnified Parties to the extent that such Losses arise from negligence, illegal acts, fraud, or willful misconduct of any Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law by any of the Indemnified Parties solely 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.

1Indemnification. Tenant shall(a)Subject to the provisions of this Article V, at no cost and notwithstanding anything to the contrary in, and without limiting the indemnification provisions set forth in, the Purchase Agreement or expense any other Ancillary Agreement, Purchaser agrees to Landlord other than any de minimis cost or expense, protect, defend, indemnify, release and hold harmless each of the Seller Parent and its Affiliates and, if applicable, their respective third party service providers, subcontractors and consultants, and its and 22 their respective directors, officers, agents, employees, successors and assigns (each, a “Seller Parent Indemnified Parties for, Party”) from and against any and all Losses (excluding Losses suffered by an that such Seller Parent Indemnified Party arising out suffers or incurs, or becomes subject to, that arise from or relate to the provision or use 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 PremisesServices, including Losses arising from (i) any accident, injury suits for injuries to or death of any person Person or Persons or loss of or damage to the tangible property occurring inof any Person or Persons (including the agents and employees of the Seller Parent Indemnified Party), on except to the extent arising or about resulting from (i) the Premises gross negligence, fraud or any portion thereof willful misconduct by Seller Parent or on its Affiliates related to the adjoining sidewalks, curbs, parking areas, streets provision of Services under this Agreement or ways, (ii) any useintentional breach by Seller Parent or any of its Affiliates of any of its covenants, non-use agreements or condition obligations under this Agreement. (b)Subject to the provisions of this Article V, and notwithstanding anything to the contrary in, on or about, or possession, alteration, repair, operation, maintenance or management ofand without limiting the indemnification provisions set forth in, the Premises Purchase Agreement or any portion thereof or on the adjoining sidewalksother Ancillary Agreement, curbsSeller Parent agrees to defend, parking areasindemnify, streets or waysand hold harmless Purchaser and its Affiliates and, (iii) any representation or warranty made herein by Tenantif applicable, in any certificate delivered in connection herewith or in any other agreement to which Tenant is a their respective third party or pursuant thereto being false or misleading in any material respect as of the date such representation or warranty was madeservice providers, (iv) performance of any labor or services or the furnishing of any materialssubcontractors and consultants, equipment or other property ordered by Tenant in respect to the Premises or any portion thereofand its and their respective directors, (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 employeesofficers, agents, contractorsemployees, licenseessuccessors and assigns (each, subtenants a “Purchaser Indemnified Party”) from and against all Losses that such Purchaser Indemnified Party suffers or inviteesincurs, or becomes subject to, to the extent arising or resulting from (viii) the gross negligence, fraud or willful misconduct by Seller Parent or any of its Affiliates related to the provision of or failure to provide any Services under this Agreement; or (ii) any contest referred to in Section 28.16, and (viii) the sale of liquor, beer or wine on the Premises intentional breach by Seller Parent or any portion thereof. It is expressly understood and agreed that the parties’ of its Affiliates of any of its covenants, agreements or obligations under this Agreement. Section 23.1 shall survive the expiration or earlier termination of this Lease with respect to the Premises for any reason. Except to the extent specified to the contrary in the above, Tenant shall have no obligation to indemnify any of the Indemnified Parties to the extent that such Losses arise from negligence, illegal acts, fraud, or willful misconduct of any Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law by any of the Indemnified Parties solely 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 Lease5.