Indemnification By Gamida Sample Clauses
Indemnification By Gamida. Gamida shall indemnify, defend and hold harmless, the Company, MAC and NewCo, including their respective officers and directors, and their respective successors (the "MAC INDEMNIFIED PARTIES") against all losses, claims, damages, costs, expenses (including attorneys' fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of any breach of this Agreement by Gamida, including but not limited to failure of any representation or warranty to be true and correct in all material respects at or before the Closing. Any MAC Indemnified Party wishing to claim indemnification under this Section, upon learning of any such cause of action, claim, action, suit, proceeding or investigation, shall notify Gamida, but the failure so to notify shall not relieve Gamida from any liability that it may have under this Section, except to the extent that such failure would materially prejudice Gamida.
Indemnification By Gamida. Gamida shall indemnify, defend and hold harmless, Purchaser, including its respective officers and directors, and its respective successors (the "HC INDEMNIFIED PARTIES") against all losses, claims, damages, costs, expenses (including attorneys' fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the transfer to Purchaser of the 10,132 shares referred to in Section 1.62 above, including but not limited to any adverse claims of ownership thereof. Any HC Indemnified Party wishing to claim indemnification under this Section, upon learning of any such cause of action, claim, action, suit, proceeding or investigation, shall notify Gamida, but the failure so to notify shall not relieve Gamida from any liability that it may have under this Section, except to the extent that such failure would materially prejudice Gamida.