Common use of Indemnification by CGI Clause in Contracts

Indemnification by CGI. (i) CGI shall indemnify and hold Buyer and its Affiliates harmless against any damages, costs and expenses (including reasonable attorneys’ fees and expenses) arising from (A) any gross negligence, fraud or intentional misconduct by or on behalf of CGI or its Affiliates in connection with the provision of any CGI Service or CGI Payroll and Benefit Service or the receipt or use of any Buyer Service or Clinical Business Service or any other actions or inactions by or on behalf of CGI or its Affiliates in connection therewith, (B) any alleged joint employer status with respect to Buyer and its Affiliates, on the one hand, and CGI and its Affiliates, on the other hand, or (C) any breach by or on behalf of CGI or its Affiliates of any of its obligations hereunder. (ii) If notified promptly in writing of any action brought against Buyer or its Affiliates based on a claim described in Section 11(a)(i) above, CGI and its Affiliates shall defend such action at their expense and pay all costs, damages and settlements finally awarded in such action or settlement which are attributable to such claim. CGI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise, provided, that, such settlement or compromise (A) includes an unconditional release of Buyer and its Affiliates from all liability with respect to such claim, (B) does not include any award for specific performance, injunctive relief or other equitable remedy and (C) is in form and substance reasonably satisfactory to Buyer. Buyer shall reasonably cooperate with CGI, at CGI’s expense, in the defense of such claim, and may be represented, at Buyer’s expense, by counsel of Buyer’s selection. (iii) Subject to the other provisions of this Agreement, indemnification claims arising under this Agreement, including control of proceedings and limitations, shall be governed by the applicable provisions of Article 7 of the Asset Purchase Agreement; it being acknowledged and agreed by the Parties that any indemnification of the Buyer Indemnified Parties under this Agreement shall be effected as set forth in Section 7.5(d) of the Asset Purchase Agreement. (iv) Notwithstanding anything to the contrary in this Agreement, if CGI is in breach of this Agreement, Buyer may continue to enjoy the benefits of this Agreement, including remaining in possession of the premises under the NJ Lease, without prejudice to any rights, remedies and claims of Buyer arising from CGI’s breach.

Indemnification by CGI. (i) CGI shall so far as it is permitted by law (a) indemnify and hold Buyer harmless BCE and its Affiliates harmless wholly-owned Subsidiaries which hold Registrable Securities covered by a Registration Statement filed pursuant to this Agreement, their officers and directors and each other person controlling any of them, from and against any damageslosses, costs claims, damages and expenses liabilities (“Damages”), joint or several, including reasonable attorneys’ fees and expensesexpenses and all other costs and expenses reasonably incurred by them in connection with investigating or defending any such Damages, to which they or any of them may become subject under the Securities Laws or other applicable laws or regulations, at law or otherwise, insofar as such Damages arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any amendment thereof or supplement thereto, in relation to the offer and sale or other disposition of any of the Registrable Securities contemplated hereby, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein under the circumstances under which they were made not misleading, or any violation by CGI of any applicable Securities Laws relating to any action or inaction required of CGI in connection with such offer, sale or other disposition under such laws; and (b) arising from reimburse each such indemnified Party, as and when incurred, for any legal or other costs and expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, or liability; provided, however that CGI shall 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 (Ai) any gross negligence, fraud such untrue statement or intentional misconduct alleged untrue statement or omission or alleged omission made in said documents in reliance upon and in conformity with information relating to BCE or any of its subsidiaries or to the underwriters of the Registrable Securities which is furnished to CGI by or on behalf of CGI BCE or its Affiliates in connection with the provision of any CGI Service or CGI Payroll and Benefit Service or the receipt or use of any Buyer Service or Clinical Business Service or any other actions or inactions by or on behalf of CGI such underwriters specifically for use in the preparation thereof; or its Affiliates in connection therewith(ii) the failure of BCE or of the relevant wholly-owned Subsidiary of BCE to comply with a prospectus delivery requirement imposed on it under applicable Securities Laws, (B) if any, including any alleged joint employer status failure to deliver, after delivery of a Registration Statement, an amended Registration Statement containing corrected, modified or amended disclosure with respect to Buyer and its Affiliates, on the one hand, and CGI and its Affiliates, on the other hand, or (C) any breach by or on behalf of CGI or its Affiliates of any of its obligations hereundermaterial fact. (ii) If notified promptly in writing of any action brought against Buyer or its Affiliates based on a claim described in Section 11(a)(i) above, CGI and its Affiliates shall defend such action at their expense and pay all costs, damages and settlements finally awarded in such action or settlement which are attributable to such claim. CGI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise, provided, that, such settlement or compromise (A) includes an unconditional release of Buyer and its Affiliates from all liability with respect to such claim, (B) does not include any award for specific performance, injunctive relief or other equitable remedy and (C) is in form and substance reasonably satisfactory to Buyer. Buyer shall reasonably cooperate with CGI, at CGI’s expense, in the defense of such claim, and may be represented, at Buyer’s expense, by counsel of Buyer’s selection. (iii) Subject to the other provisions of this Agreement, indemnification claims arising under this Agreement, including control of proceedings and limitations, shall be governed by the applicable provisions of Article 7 of the Asset Purchase Agreement; it being acknowledged and agreed by the Parties that any indemnification of the Buyer Indemnified Parties under this Agreement shall be effected as set forth in Section 7.5(d) of the Asset Purchase Agreement. (iv) Notwithstanding anything to the contrary in this Agreement, if CGI is in breach of this Agreement, Buyer may continue to enjoy the benefits of this Agreement, including remaining in possession of the premises under the NJ Lease, without prejudice to any rights, remedies and claims of Buyer arising from CGI’s breach.