Indemnification and Injunctive Relief Sample Clauses

Indemnification and Injunctive Relief. Subject to the limitation in Section 6.2, Consultant shall be responsible and liable to the Company for acts or conduct of Consultant which exposes the Company to financial or reputational damage. Consultant shall indemnify, defend and hold harmless the Company, its officers, directors, employees, agents, representatives and independent contractors (“Indemnified Parties”) from and against any and all third party claims, actions, demands, losses, liability and injuries including but not limited to financial injury (collectively “Claims”) arising from any negligent acts or omissions, willful or wrongful misconduct, knowing misrepresentation or breach of this Agreement by Consultant as it relates to the activities performed under this Agreement, except to the extent that the Indemnified Party or its agents or employees contribute to such injury or damage, in which event the parties will be responsible for their own percentage of fault. In connection therewith, each party agrees to reasonably notify the other party in writing of any claim subject to this indemnity. The parties further recognize and affirm that in the event of a breach or a threatened breach of this Agreement’s provisions regarding Intellectual Property, Confidentiality, the Covenant Not to Compete and the Non-Solicitation of Employees, money damages may be inadequate and the Company may not have an adequate remedy at law. Accordingly, the parties agree that in the event of a breach or a threatened breach of this Agreement, the Company may, in addition to pursuing any other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the foregoing provisions, without objections to post bond. The provisions of this Section 6.2 shall survive expiration or termination of this Agreement.
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Indemnification and Injunctive Relief. 11.1 YOU AGREE TO DEFEND, INDEMNIFY AND HOLD VWGOA, SHIFT DIGITAL, AND OUR AFFILIATES, AND EACH OF THEIR AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUPPLIERS, REPRESENTATIVES, AND LICENSORS HARMLESS FROM AND AGAINST ALL LOSS, CLAIMS, CAUSES OF ACTIONS, LIABILITIES, DAMAGES, DEMANDS, SUITS, PROCEEDINGS, JUDGMENTS, SETTLEMENTS, AND ADMINISTRATIVE OR REGULATORY ACTIONS OF WHATEVER KIND OR CHARACTER, BROUGHT BY ANY THIRD PARTY, AND INCLUDING COSTS, ATTORNEYS' AND ACCOUNTANTS’ FEES AND EXPENSES, RELATING TO THE SERVICES PROVIDED UNDER THESE TERMS AND/OR YOUR PRODUCTS AND SERVICES, AND/OR ARISING FROM OR RELATED TO YOUR BREACH OF ANY OF THESE TERMS OR ANY REPRESENTATION OR WARRANTY MADE BY YOU UNDER THESE TERMS, BUT EXCLUDING CLAIMS, DEMANDS AND CAUSES OF ACTIONS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON OR ENTITY SEEKING INDEMNIFICATION. 11.2 YOU ALSO ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IN VIOLATION OF THIS AGREEMENT MAY CAUSE VWGOA, SHIFT DIGITAL AND/OR OUR AFFILIATES SEVERE AND IRREPARABLE HARM FOR WHICH MONETARY RELIEF WOULD BE INADEQUATE AND THAT, UPON SUCH MISUSE OR THREATENED MISUSE, VWGOA, SHIFT DIGITAL AND/OR OUR AFFILIATES SHALL EACH BE ENTITLED TO SEEK INJUNCTIVE RELIEF TO STOP SUCH MISUSE, IN ADDITION TO ANY OTHER AVAILABLE REMEDIES.
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Indemnification and Injunctive Relief. Client agrees to indemnify and hold harmless Cobalt, its officers, directors, employees, agents, consultants, partners, and suppliers from and against any and all claims, liabilities, losses, causes of action, judgments, settlements, damages, costs and expenses, including but not limited to reasonable attorneys’ fees and court costs, related to or arising from Client’s breach of this Agreement. Client acknowledges that its breach of this Agreement may cause Cobalt severe and irreparable harm for which monetary relief would be inadequate. Client agrees that, upon its breach or threatened breach of this Agreement (other than its obligation to pay money), Cobalt is entitled to seek injunctive relief in addition to Cobalt’s other available remedies.
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Indemnification and Injunctive Relief. The Vendor agrees that it shall reimburse and indemnify the Company for all costs incurred in responding to and/or mitigating damages caused by a breach of this Addendum, including breaches of Privacy Data and any actions arising from the Vendor acting outside or contrary to the Company’s lawful instructions or any material breach by the Vendor of its data protection or privacy obligations under this Addendum. In addition, Vendor acknowledges and agrees that in the event of a threatened or actual breach of this Addendum will result in irreparable harm for which monetary damages may not provide a sufficient remedy, and that in addition to all other remedies, Company shall be entitled to obtain specific performance and injunctive relief, specifically to protect against the disclosure or improper use of Privacy Data, as a remedy for any such breach of this Addendum by the Vendor without posting security and without prejudice to such other rights as may be available under this Addendum or under applicable law. Further, the Vendor’s failure to comply with any of the provisions of this Addendum shall be deemed a material breach of the Agreement, and Company may terminate the Agreement without liability to Vendor. In the event of litigation relating to this Addendum, the non-prevailing party shall be liable for and pay to the prevailing party the reasonable legal fees incurred by it and its agents, advisors, representatives and affiliates in connection with such litigation, including any appeal therefrom.
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Indemnification and Injunctive Relief. 14.1 Biovest will defend, indemnify and hold harmless AYTU, its Affiliates and their respective officers, directors employees and agents, from and against any liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees (collectively, “Losses”), resulting from a claim, demand or cause of action (“Claims-) arising out of (i) any gross negligence or intentional misconduct of Biovest or its employees, agents or contractors in the performance of the Services or (ii) Biovest’s material breach of this Agreement, except to the extent such Losses arise out of AYTU’s gross negligence, willful misconduct or breach of this Agreement. 14.2 AYTU will defend, indemnify and hold harmless Biovest and its officers, director, employees, agents, successors and assigns, from and against Losses resulting from Claims arising out of (i) any gross negligence or intentional misconduct of AYTU or its employees, agents or contractors in the performance of any actions required or performed by AYTU in connection with the Services or (ii) AYTU’s breach of this Agreement, except to the extent such Losses arise out of Biovest’s gross negligence, willful misconduct or breach of this Agreement. 14.3 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; PROVIDED, HOWEVER, THAT THIS LIMITATION WILL NOT APPLY TO (A) CLAIMS INVOLVING PERSONAL INJURY OR DEATH, (B) DAMAGES RESULTING FROM BREACHES BY A PARTY OF ITS DUTY OF CONFIDENTIALITY AND NON-USE IMPOSED UNDER SECTION 10 AND (C) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 14.
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Indemnification and Injunctive Relief 
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Related to Indemnification and Injunctive Relief

  • Remedies and Injunctive Relief Executive acknowledges that a violation by Executive of any of the covenants contained in Sections 6, 7, 8, or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including temporary restraining orders, preliminary injunctions, and permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 6, 7, 8, or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company’s rights shall be unrestricted.

  • Specific Performance and Injunctive Relief Notwithstanding the availability of legal remedies, Mortgagee will be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Mortgagor to cure or refrain from repeating any Default.

  • Specific Performance; Injunctive Relief The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

  • REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

  • Injunctive Relief The Borrower recognizes that, in the event the Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders. Therefore, the Borrower agrees that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

  • Right to Injunctive Relief Each Party agrees that breaches of this Section 9 may cause irreparable harm to the other Party and shall entitle such other Party, in addition to any other remedies available to it (subject to the terms of this Agreement), the right to seek injunctive relief enjoining such action.

  • REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

  • Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

  • Injunctive Relief and Additional Remedy The Executive acknowledges that the injury that would be suffered by the Employer as a result of a breach of the provisions of this Agreement (including any provision of Sections 7 and 8) would be irreparable and that an award of monetary damages to the Employer for such a breach would be an inadequate remedy. Consequently, the Employer will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Employer will not be obligated to post bond or other security in seeking such relief.

  • Availability of Injunctive Relief In addition to the right under the Rules to petition the court for provisional relief, Executive agrees that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement or the Confidentiality Agreement or any other agreement regarding trade secrets, confidential information, nonsolicitation or Labor Code §2870. In the event either party seeks injunctive relief, the prevailing party will be entitled to recover reasonable costs and attorneys fees.

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