Indemnification by Foundation Sample Clauses

Indemnification by Foundation. In connection with the last paragraph in each of Section 5.1.2 and Section 5.1.3, Foundation hereby agrees to save, defend, indemnify, and hold harmless Roche’s and its Affiliates’ trustees, officers, employees and agents (each, a “Roche Indemnitee”) from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys’ fees (“Roche Losses”), to which a Roche Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Roche Losses arise directly or indirectly out of (a) [**] or [**] of any SRA Development Candidate or SRA Product by Foundation, its Affiliate(s) or licensee(s) pursuant to the last paragraph of Section 5.1.2 or 5.1.3, or (b) the breach of the SRA by Foundation or the gross negligence or willful misconduct of Foundation pursuant to the last paragraph of Section 5.1.2 or 5.1.3, except in each case to the extent such Losses result from (x) the breach of this Agreement by Roche or the gross negligence or willful misconduct of any Roche Indemnitee, or (y) the activities of Roche or its agents or employees in connection with any SRA Development Candidate or SRA Product. The obligations of Foundation under this Section 5.1.4 are conditioned upon Roche’s delivery of written notice to Foundation of any potential Roche Losses promptly after Roche becomes aware of such potential Roche Losses. Foundation shall have the right to assume the defense of any suit or claim related to Roche Losses if it has assumed responsibility for the suit or claim in writing. If Foundation defends the suit or claim, Roche may participate in (but not control) the defense thereof at its sole cost and expense but Roche may not settle such suit or claim without the prior written consent of Foundation, not to be unreasonably withheld.
Sample 1Sample 2
AutoNDA by SimpleDocs
Indemnification by Foundation. Foundation shall indemnify and hold harmless Per-Se and each of the respective affiliates, directors, officers, employees, agents, successors and assigns and other persons, if any, who control or are otherwise affiliated (within the meaning of the Securities Act) with Per-Se (collectively, the Per-Se Indemnified Parties") from and against any cost, damage, disbursement, expense, liability, judgment, loss, deficiency, obligation, penalty, or settlement of any kind or nature, whether foreseeable or unforeseeable, including, but not limited to, interest or other carrying costs, penalties, reasonable legal, accounting and other professional, expert witness and consultant fees and reasonable expenses incurred in the investigation, collection, prosecution, and defense of claims and amounts paid in settlement (collectively, "Losses") that may be imposed on, incurred, or suffered by any such Per-Se Indemnified Party as a result of any of the following matters:
Sample 1Sample 2
Indemnification by Foundation. Buyer and Seller acknowledge that a portion of the Purchase Price will be paid by Seller to the Foundation (as defined below). As a condition precedent to Foundation's receipt of said payment, Seller shall obtain Foundation's agreement that with respect to any Losses incurred by Buyer with respect to matters for which Dollx Xxxxxxx Xxxorial Foundation ("FOUNDATION"), as successor in interest to Dollx Xxxxxxx Xxxorial Hospital, agreed to indemnify the Dolly, Inc., predecessor in interest to Seller, pursuant to the terms of the Closing Affidavit dated September 27, 1991, between Dollx Xxxxxxx Xxxorial Hospital and Warrxx Xxxlthcare Group, Inc. (herein, a "PRIOR PERIOD LOSS"), Foundation shall indemnify and hold the Buyer Indemnified Parties harmless for any Prior Period Loss. Buyer agrees that notwithstanding the provisions of Section 13.2, Seller shall have no liability to the Buyer Indemnified Parties with respect to any Prior Period Loss so long as Foundation (i) delivers an opinion of counsel in form and substance satisfactory to Buyer to the effect of the due organization of Foundation, and the valid, binding nature of execution of this Agreement by Foundation and its full enforceability in accordance with its terms, and such other matters as Buyer shall reasonably determine are needed, (ii) delivers certified resolutions authorizing execution of the foregoing, and (iii) enters into an agreement acceptable to Buyer evidencing Foundation's indemnification obligation to Buyer.
Sample 1
Indemnification by Foundation. The following is added to Section 12 (Indemnification) of the Agreement: To the fullest extent permitted by law, the Foundation shall defend, indemnify and hold harmless the District, and its officers, directors, agents, and employees from and against any and all claims, liabilities, costs, damages, injury or death, fees, expenses, demands and actions, including payment of reasonable attorneys’ fees, arising out of or resulting from the performance of the Definitive Agreement, or any part thereof, on account of any negligent act or omission by the Foundation, its sub-contractors, or anyone directly or indirectly employed by the Foundation.
Sample 1

Related to Indemnification by Foundation

  • 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 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 Fund Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

  • 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 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.

  • 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 Manager The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager furnished to the Company by the Manager specifically for inclusion in the documents referred to in the foregoing indemnity; provided, however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the Shares and paid hereunder. This indemnity agreement will be in addition to any liability which the Manager may otherwise have.

  • 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).

Time is Money Join Law Insider Premium to draft better contracts faster.