Indemnification by Licensees Sample Clauses

Indemnification by Licensees. Each Licensee hereby agrees to indemnify, defend and hold Parent and its Subsidiaries harmless from and against any Losses arising out of any third-Person claim as a result of or in connection with (i) the use of the Licensed Marks other than in accordance with the terms of this Agreement; (ii) the marketing, offering, use, issuance, sale or performance of any materials, policies, goods or services bearing the Licensed Marks or offered in connection with or under the Licensed Marks, except for claims identified in Section 9.2 below; (iii) any breach by such Licensee of this Agreement or any representation, warranty, covenant or agreement herein; or (iv) such Licensee’s use of the xxxx “Star” alone in connection with its business.
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Indemnification by Licensees. Each Licensee shall hold ---------------------------- harmless and indemnify each Licensor and its Affiliates and their respective officers, directors, employees, agents, representatives and attorneys-in-fact from and against any claims or liabilities which may arise in connection with the use of the Licensor's Trademarks by such Licensee or its Affiliates.
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Indemnification by Licensees. Licensees shall defend, indemnify and hold MDx and its officers, directors, employees and agents harmless from and against any and all claims, suits, proceedings, damages, expenses (including court costs and reasonable attorneys’ fees and expenses), losses, liabilities, judgments, settlements, interest, awards, penalties, fines, costs and recoveries, of whatever kind (collectively, “Claims”), to the extent that such Claims arise out of, are based on, or result from (a)-(c) (inclusive) below, except in any case to the extent such Claim is caused by MDx’s or its Affiliates’, employees’ or agents’ negligence, willful misconduct or breach of this VA License Agreement: (a) any breach of either Licensee’s representations, warranties, or obligations under this VA License Agreement; (b) the willful misconduct, negligent acts, or violation of any Laws by Licensees, their Affiliates or the officers, directors, employees or agents of Licensees or their Affiliates under this VA License Agreement; and (c) Licensee’s performance of the VA Services.
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Indemnification by Licensees. Each Licensee will severally indemnify, defend, and hold harmless Licensor and its Affiliates and their respective directors, officers, employees and agents (collectively the "Indemnified Parties") from and against any and all liabilities, claims (including product liability claims), and suits asserted by a third party and all losses, damages, costs, fees, and expenses (including without limitation attorneys' fees and costs of litigation, regardless of outcome) suffered or incurred by the Indemnified Parties, (collectively, "Liabilities") arising from actions or inactions of the respective Licensee, relating to the Licensed Products, including Liabilities resulting directly or indirectly from the (a) research, development, manufacture, distribution, marketing, use or sale of Licensed Products by or on behalf of the Licensee or its Affiliates, including without limitation the shipment, handling, storage or distribution of Licensed Products, or (b) the infringement or alleged infringement of any patents or intellectual property rights arising from or related to the manufacture, use, sale or distribution of Licensed Products, or (c) negligence, willful misconduct, breach of this Agreement or violation of any law or regulation by the Licensee or any of its Affiliates or any of their respective employees, agents or contractors. If a court finds in an underlying action brought by a third party that Licensees are jointly and severally liable to the third party, the Licensees shall be jointly and severally responsible for the indemnification to the Indemnified Parties provided under this Section 8. 1. The foregoing obligation to defend, indemnify and hold harmless will not apply to the extent any such Liabilities result from gross negligence or willful misconduct by Licensor. The foregoing provisions shall not apply to Licensed Products which are processed solely by Licensor out of MTF Tissue and delivered to MTF under the Processing Agreement, as to which the indemnification provisions of the Processing Agreement shall govern.
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Indemnification by Licensees. Each Licensee covenants and agrees to defend, indemnify and hold harmless Trendwest and WorldMark, and their respective officers, directors, members, employees, agents, advisers, representatives, subsidiaries and affiliates (collectively, "Trendwest Indemnitees") from and against and to pay or reimburse Trendwest Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys, consultants' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of (i) sales and marketing activities conducted by such Licensee, (ii) timeshare or real estate brokerage activities conducted by such Licensee; or (iii) Licensees' breach of this Agreement.
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Indemnification by Licensees. Licensees shall indemnify, defend and hold Underwriters and each of its affiliates, and each of Underwriters' and its affiliates' officers, directors, shareholders, agents and employees, harmless from and against any liability, loss, cost, expense (including reasonable attorneys' fees), damage, or penalty of any kind, on account of or resulting from (i) any breach by Licensees of their representations and warranties contained in Section 3.2 or (ii) any breach of any covenant contained in this Agreement.
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Indemnification by Licensees. Each Licensee will, jointly and severally, protect, indemnify, defend and hold harmless Licensor and the directors, officers, employees, agents, professional representatives and successors of Licensor, from and against any and all liabilities, damages, claims, demands, assessments, penalties, fines, judgements, awards, settlements, taxes, costs, fees and other expenses of any kind (including reasonable attorneys' fees) (collectively, "DAMAGES") incurred or sustained by them in connection with any action, suit, claim or proceeding (whether civil or criminal, at law or in equity) arising out of or related to (A) the breach by a Licensee or any of its representatives of any covenant, agreement or obligation contained in this Agreement and (B) the inaccuracy or breach of any representation or warranty of a Licensee contained in this Agreement.
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Indemnification by Licensees. Licensees shall indemnify, defend and hold harmless Genentech, its Affiliates, and each of their respective directors, officers, employees and agents from and against any and all liabilities, claims, demands, expenses (including, without limitation, reasonable attorneys’ and professional fees and other costs of litigation), losses or causes of action (each, a “Liability”) arising out of or relating to a claim by a Third Party in any way based on (i) the possession, manufacture, use, sale or other disposition of Licensed Product, whether based on breach of warranty, negligence, product liability or otherwise, or (ii) the exercise of any right granted to Licensees or their Designees pursuant to this Agreement, except to the extent, in each case (i) and (ii), that such Liability is caused by the gross negligence or willful misconduct of Genentech as determined by a court or other tribunal having jurisdiction. Upon receiving notice of any such Liability from or with respect to any Third Party, Genentech shall promptly inform Licensees of such notice of Liability and permit Licensees to handle and control the defense (including litigation and settlement) of such Liability, at Licensees’ sole expense, provided, however, that Licensees shall not settle any such Liability without the prior written consent of Genentech (which consent shall not be unreasonably withheld or delayed).
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Related to Indemnification by Licensees

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless the INFI Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of (a) the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2.

  • Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

  • 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 Xxxxxx agrees to indemnify and hold ------------------------- harmless RTI, each of RTI's directors and officers, and each person, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall Xxxxxx'x cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-

  • Indemnification by Supplier Supplier covenants and agrees to indemnify, defend and hold harmless Eargo, its Affiliate(s), Approved Buyer(s), and their respective agents, contractors, officers, directors, employees and Representatives (including any combination of the Eargo, its Affiliate(s), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) from and against any and all claims, allegations, losses, damages, settlements, governmental fines and penalties, and all other liabilities, including attorneys’ and other professional fees and court costs, and all costs and expenses, arising out of or related to: (a) the Units, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party (collectively, “Third Party IPR”) where such Third Party IPR relates to Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or equipment consigned to Supplier by Eargo; (b) personal injury or property damage resulting, directly or indirectly from the Units or Services (including any Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; (e) any claim or cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”).

  • Indemnification by Tenant Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damages.

  • Indemnification by Us We shall indemnify, defend, and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patent, copyright, or other intellectual property right of a third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your part); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date of termination.

  • Indemnification by Lessee Lessee agrees to indemnify, defend, protect, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.

  • Indemnification by Xxxxxxx Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

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