Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article 3, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospe...
Company's Indemnification. Company shall indemnify Contractor and its Affiliates (including their officers, directors, employees and agents) against, and hold harmless from and against, any and all Indemnified Amounts incurred by Contractor or any of its Affiliates as a result of; (i) any material error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by Company in this Agreement; (ii) any dispute with a subcontractor, employee, independent contractor, agent or supplier (including Approved Vendors) related in any way to this Agreement; and (iii) any of the Products and its design (other than a Manufacture Defect). Contractor shall be entitled to recover its reasonable and necessary attorneys’ fees and litigation expenses incurred in connection with successful enforcement of its rights under this Section 17.2.
Company's Indemnification. Throughout the term of this Agreement and thereafter, Company shall indemnify, defend, and hold University and its regents, employees, and agents harmless from all suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses), relating to or arising out of the manufacture, use, lease, sale, or other disposition of a Licensed Product, including, without limitation, personal injury, property damage, breach of contract and warranty and products-liability claims relating to a Licensed Product and claims brought by a Sublicensee.
Company's Indemnification. The Company will indemnify and hold harmless BH and Kirk Xxxxxx xxx Jeff Xxxxxx, xxdividually, from and against any and all losses, claims, damages, expenses, liabilities, or actions to which any of them may become subject under applicable law (including the Securities Act and the Securities Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of material fact contained in any application or statement filed with a governmental body or arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company expressly for use therein. The indemnity agreement contained herein shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of BH, Kirk Xxxxxx xxx Jeff Xxxxxx xxx shall survive the consummation of the transactions contemplated by this Agreement.
Company's Indemnification. The Company agrees to protect, defend, indemnify and hold the Consultant and its subcontractors, as well as their respective officers, directors, employees, representatives and/or invitees (the “Consultant Group”), harmless from and against all claims, demands, lawsuits, damages and causes of action of every kind and character without limit and without regard to the cause or causes thereof or the actual or alleged negligence or fault (whether active or passive) of any party or any third parties, including the sole, joint or concurrent negligence of any member(s) of the Consultant Group under any theory of strict liability and/or defect of premises (whether or not pre-existing under this Agreement), arising in connection with or under this Agreement in favor of the Company and its customers and other contractors, or their respective employees, representatives or invitees, on account of bodily injury, death or damage to property.
Company's Indemnification. Throughout the term of this Agreement and thereafter, Company shall indemnify, defend, and hold University and FHCRC and their respective regents, employees, students and agents harmless from all Losses, relating to or arising out of the manufacture, use, lease, sale, or other disposition of a Licensed Product to the extent such Losses arise from or result from Company’s exercise of the license granted in Section 3.1, including, without limitation, personal injury, property damage, breach of contract and warranty and products-liability claims relating to a Licensed Product. This indemnification by Company excludes Losses that arise out of or result from, directly or indirectly, the negligence or willful misconduct by the University and/or FHCRC and/or their respective regents, employees, students and agents.
Company's Indemnification. The Company shall defend, indemnify and hold harmless the Group, Member Institutions and Members and each of their respective agents, employees, contractors, directors and officers and their respective successors, assigns, personal representatives and heirs (collectively, the “Group Indemnitees”) from any and all liabilities, expenses (including reasonable attorney fees), or fines or other levies from governmental or regulatory agencies (collectively, “Indemnifiable Losses”) incurred by an Group Indemnitee in connection with a claim, action or suit by a third party (including but not limited to those arising from personal injury or death), to the extent arising from or relating to (1) any manufacturing defect in or instructions for use of, the Study Drug provided by Company; (2) any negligent or willful act or omission by a Company Indemnitee in the performance of Company’s obligations hereunder or under the Study; or (3) the use of the Data or the sale or commercialization of the Study Drug by Company or its licensees; provided, however, but in each case only if the Group promptly notifies the Company in writing of any complaint, claim or injury that could give rise to an Indemnifiable Loss after the Group has actual knowledge of any such complaint, claim or injury.
Company's Indemnification. Throughout the term of this Agreement and thereafter, Company shall indemnify, defend, and hold HSI and its directors, officers, employees, and agents harmless from all suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses), relating to or arising out of the manufacture, use, lease, sale, or other disposition of a Licensed Product, including, without limitation, personal injury, property damage, breach of contract and warranty and products-liability claims relating to a Licensed Product and claims brought by a Sublicensee.
Company's Indemnification. The Company will not be liable for any act or failure to act on the part of itself, or any of its Affiliates in the exercise of its powers and performance of its duties hereunder, including any erroneous payment of benefits, which act or failure to act is performed by the Company in good faith. The Company agrees to indemnify, protect and hold the Plan Sponsor harmless from any and all extra non-benefit costs, loss, liability, claim, or expense (including attorneys’ fees, court costs, and expenses of litigation) arising out of the dishonest, fraudulent or criminal acts of the Company’s employees and Affiliates acting alone or in collusion with others, or out of the Company’s breach of its duty as claim appeal fiduciary. The Company’s duty to indemnify and hold the Plan Sponsor harmless shall not extend to acts or omissions of participating providers who render health care services with respect to Members.
Company's Indemnification. (a) Subject to the provisions of this Article 10, Company shall indemnify and hold harmless First Data and its Affiliates and their respective directors, officers, employees, shareholders and permitted assigns (each, a "First Data Indemnitee") from and against any and all Loss and Expense imposed in any manner upon or asserted against any First Data Indemnitee in connection with or arising from this Agreement to the extent that such Loss or Expense relates to or arises out of:
(i) the breach by Company or any Affiliate of Company of any material covenant or agreement of Company or any Affiliate of Company contained in this Agreement;
(ii) any claim, demand or action alleging that any New MoneyGram Application Software or New Utility Software, any modification to the PC MoneyGram Application Software or any Software (other than the MoneyGram Application Software), Company Data or Third Party Software provided by Company or any Affiliate of Company or any portion thereof as furnished to or used by First Data or its Affiliates under this Agreement infringes any third Person's Proprietary Rights; provided that Company shall not be required to indemnify and hold harmless any First Data Indemnitee to the extent an actual or alleged infringement is caused by any First Data Indemnitee combining any New MoneyGram Application Software or New Utility Software or any Software (other than the MoneyGram Application Software), Company Data or Third Party Software with any other Software without the express consent of Company; and provided, further, that Company's obligations hereunder shall also not apply to the extent that an infringement claim is made with respect to Software (other than the MoneyGram Application Software, the PC MoneyGram Application Software, the IPS Application Software or the Utility Software) provided by First Data to Company or enhancements to Software, Company Data or Third Party Software that are requested by First Data or any Affiliate of First Data and which are implemented using designs or specifications created by First Data or any Affiliate of First Data;
(iii) any claim that the Business, Company or any Affiliate of Company has violated or does not comply with any Requirements of Law, except to the extent such violation or lack of compliance directly relates to the services provided by First Data under this Agreement;
(iv) any claim by any third Person (including any MoneyGram Agent) that Company breached any contractual or other legal ob...
