Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA, jointly and severally, each agrees to defend, indemnify and hold Xx. Xxxxx harmless from and against any damages, liabilities, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Xx. Xxxxx based upon a breach of any representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
Indemnification By OMEGA. Omega will indemnify Acuitas, its Affiliates and their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, “Acuitas Indemnitees”), and defend and hold each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims against Acuitas Indemnitees to the extent arising from or occurring as a result of: (i) the breach by Omega of any provision of this Agreement or the Evaluation Agreement; or (ii) any negligence or willful misconduct on the part of any Omega Indemnitee in the conduct of the Workplan or the work conducted under the Evaluation Agreement; or (iii) any alleged infringement or misappropriation of Patents or other intellectual property rights by Acuitas in the conduct of the Workplan or the work conducted under the Evaluation Agreement based solely on Acuitas’ use of Omega Technology, (iv) the use, practice, license or other exploitation of the Joint IP by or on behalf of Omega for its own or a Third Party’s account (other than in connection with any Licensed Product that is the subject of a Non-Exclusive License agreement) except in each case (i)-(iv) to the extent Acuitas is obligated to indemnify Omega in accordance with Section 8.6(a).
Indemnification By OMEGA. Subject to ARTICLE 10, Omega shall indemnify and hold harmless Data Recipient, its Affiliates and their respective directors, officers, employees, agents and other representatives (the “Data Recipient Indemnified Parties”) from any and all liabilities, obligations, losses, damages, penalties, claims, demands, proceedings, suits, actions, settlements and judgements, costs and expenses of whatever nature (including reasonable legal and professional fees and expenses) imposed on, incurred by or asserted against Data Recipient as a result of any assertion by any person that the Data infringes or misappropriates any copyright, patent, trademark or trade secret or copyright or other intellectual property right of a third party.
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Dr. Holt harmlxxx xxxm and against any damages, liabilities, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Dr. Holt based xxxx x xreach of any representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Dr. Whitaker harmless from xxx xxxxxxx any damages, liabilities, losses and expenses (including reasonable counsel fees) to the extent such are sustained or suffered by Dr. Whitaker based upon a brxxxx xx xxx representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Dr. Villa harmless from and against any xxxxxxx, xiabilities, losses and expenses (including reasonable attorneys' fees) of any kind or nature whatsoever which may be sustained or suffered by Dr. Villa based upon a breach of any representatixx, xxxxxnty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
Indemnification By OMEGA. Subject to the limitations set forth in Section 8.3, OMEGA agrees to defend, indemnify and hold Dr. Azani harmless from and against any damagxx, xxxxilities, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Dr. Azani based upon a breach of any representaxxxx, xxrranty or covenant made by OMEGA or the Subidiary in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
Indemnification By OMEGA. Omega agrees to indemnify and hold harmless Empire and each person, if any, who controls Empire within the meaning of Section 15 of the 1933 Act against any and all losses, liabilities, claims, damages and expenses (including interest, expenses of litigation and attorney's fees) arising out of or as a result of any inaccuracy or breach of any of the representations, warranties and covenants of Omega contained in this Agreement and contained in any instrument, schedule or certificate delivered to Empire pursuant to this Agreement, or the defense or settlement of any claim asserted against Empire challenging any such representation, warranty and covenant, or the failure or default of Omega to perform or observe any covenant or condition under this Agreement.
Indemnification By OMEGA. Omega shall indemnify Manager against, and hold it harmless from any and all Claims (as defined in Section 3.1, above) arising out of its management of the Indiana Returned Facilities except for any such Claims arising out of the willful misconduct or gross negligence of Manager and its officers, employees and agents.
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Dr. Leonard harmless from and against any damages, xxxxxxxxxxs, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Dr. Leonard based upon a breach of any representatxxx, xxxxxxty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
