GENERAL INDEMNIFICATION BY COMPANY Sample Clauses

GENERAL INDEMNIFICATION BY COMPANY. Company covenants and agrees that it will indemnify, defend, protect and hold harmless Parent and Newco at all times, from and after the Closing Date until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by Parent or Newco as a result of or arising from any breach of any representation, warranty, covenant or agreement on the part of Company under this Agreement.
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GENERAL INDEMNIFICATION BY COMPANY. Company covenants and agrees to indemnify, defend, protect and hold harmless the Xxxxxxx and its respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a “Xxxxxxx Indemnified Party” and collectively, the (“Xxxxxxx Indemnified Parties”) from, against and in respect of:
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GENERAL INDEMNIFICATION BY COMPANY. Company shall defend, indemnify and hold ForgeRock harmless from and against any and all liabilities, damages, losses, costs and expenses (including but not limited to reasonable legal and professional advisors fees) payable to third parties based upon any claim arising out of or related to (a) use by the Company of the Software in breach of the terms and conditions of Section 2 (Software License and Restrictions); or (b) allegations that the Company’s software infringes any valid patent duly issued by the United States or any European Union member country or copyright, or causes a misappropriation of any trade secret, except where such liabilities, damages, losses, costs and expenses are the responsibility of ForgeRock as set forth in Section 9.1 (ForgeRock Intellectual Property Indemnification) above, provided, that ForgeRock: (i) promptly notifies Company of the claim; (ii) provides Company with all reasonable information and assistance, at Company's expense, to defend or settle such a claim; and (iii) grants Company exclusive authority and control of the defence or settlement of such claim. Company shall not settle any such claim, without ForgeRock's prior written consent, if such settlement would in any manner effect ForgeRock's rights in the Software. ForgeRock reserves the right to retain counsel, at ForgeRock's expense, to participate in the defence and settlement of any such claim.
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GENERAL INDEMNIFICATION BY COMPANY. The Company may indemnify any person who was or is a party defendant or is threatened to be made a party defendant to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was an Interest Holder of the Company, Manager, employee or agent of the Company, or is or was otherwise serving at the request of the Company, against expenses (including attorney's fees), (which expenses may be advanced to him upon receipt by the Company of a written promise to repay such expenses if it is ultimately determined that he is not entitled thereto hereunder), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if the Members determine at a meeting of Members called for such purpose or by unanimous written consent, that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
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GENERAL INDEMNIFICATION BY COMPANY. Following acceptance of the Deliverables, and except as set forth in Section 5.2, Company agrees to, and hereby does, indemnify and hold harmless Nova and Nova's officers, directors, employees, and agents from and against any and all losses, costs, liabilities or expenses (including costs and reasonable fees of attorneys and other professionals) arising out of or in connection with Company's breach of this Agreement to the extent that such claims arise out of or result from (a) claims by third parties; or (b) claims against Nova for personal injury or property damage which arise out of (i) the sale or other distribution of Product by Company, (ii) any representation made or warranty given by Company with respect to any Product, (iii) the sale or use of any product which is not supplied by Nova and which is sold or combined with a Product by Company, (iv) repairs or services rendered by Company, or (v) the negligent act or omission of Company.
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GENERAL INDEMNIFICATION BY COMPANY. Company shall indemnify and hold harmless Synlogic, its Affiliates and their respective directors, officers, employees and agents (collectively, the “Synlogic Indemnified Parties”), from, against and in respect of any and all Losses incurred or suffered by any Synlogic Indemnified Party to the extent resulting from: (a) any breach of, or inaccuracy in, any representation or warranty made by Company in this Agreement or any breach or violation by Company of any covenant or agreement in this Agreement; (b) the gross negligence or intentional misconduct of, or violation of law by, Company, any of its Affiliates or Sublicensees, or any of their respective directors, officers, employees and agents, in performing Company’s obligations or exercising Company’s rights under this Agreement; or (c) Company’s Exploitation of any Delivered Microbes or Products by Company, its Affiliates or licensees or sublicensees (other than Synlogic) anywhere in the world during the Term.
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Related to GENERAL INDEMNIFICATION BY COMPANY

  • Indemnification by Company The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement (i) in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof or (ii) which has been corrected in a subsequent applicable filing with the SEC but such indemnified party nonetheless failed to provide such corrected filing to the Person asserting such Loss, in breach of the indemnified party’s obligations under applicable law. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

  • General Indemnification Supplier agrees to protect, defend, indemnify and save DXC harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, resulting from any personal injury or death, or damages to property resulting directly or indirectly from the performance of Supplier hereunder.

  • General Indemnification Provisions (a) For the purposes of this Section, the term “Indemnitee” shall refer to the Person or Persons indemnified, or entitled, or claiming to be entitled, to be indemnified, pursuant to the provisions of this Article IX as the case may be; and the term “

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • Indemnification By You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification by Xxxxxx In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors, if any, in writing such information as the Company and the Guarantors, if any, reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, if any, their respective directors and officers and each Person, if any, who controls the Company and the Guarantors, if any (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or 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 light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in conformity with and in reliance upon any information so furnished in writing by such Holder to the Company and the Guarantors, if any, expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

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