Indemnification by Oxford Sample Clauses

Indemnification by Oxford. Subject to these terms and conditions, including, without limitation, the exclusions listed below, Oxford shall defend, indemnify and hold harmless Customer against damages up to one million U.S. Dollars finally awarded in any legal action brought by a third party against the Customer alleging that the Goods, when used for Research Use, in accordance with this Agreement, the Documentation and the Goods’ Specifications, infringe the Intellectual Property Rights of a third party which are valid and enforceable under the laws of the U.S. or any Member State of the European Union. Oxford has no obligation to defend, indemnify or hold harmless Customer for any such infringement claim to the extent such infringement arises from: (a) the use of the Goods in any manner or for any purpose other than Research Use, (b) the use of the Goods in any manner not in accordance with the Specifications, the Documentation or this Agreement, (c) the use of the Goods in combination with any other products, materials or services not provided by Oxford, (d) the use of the Goods to perform any process not supplied by Oxford, (e) Customer’s breach of any terms of this Agreement, (f) Customer’s modification of the Goods or (g) Customer’s failure to acquire additional Intellectual Property Rights necessary to use the Goods outside the scope of this Agreement (together, the “Excluded Claims”). As a condition to this indemnity, Customer must (i) notify Oxford in writing as soon as Customer becomes aware of any claim, (ii) not admit any liability or take any other action in connection with the claim that could affect a defense, (iii) allow Oxford, at its sole option, to solely control the defense or settlement of the claim and (iv) give Oxford reasonable information, cooperation and assistance. THIS INDEMNITY IS OXFORD’S ONLY LIABILITY TO CUSTOMER, AND CUSTOMER’S ONLY REMEDY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY OF THE GOODS.
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Indemnification by Oxford. Oxford shall defend, indemnify and hold harmless Customer against damages finally awarded in any legal action brought by a third party against the Customer alleging that the Goods or the Software, when used for the Specific Use, in accordance with this Agreement, the Documentation and the Specifications, infringe the Intellectual Property Rights of a third party which are valid and enforceable under the laws of the U.S., U.K. or any Member State of the European Union. Oxford has no obligation to defend, indemnify or hold harmless Customer for any such infringement claim to the extent such infringement arises from: (a) the use of the Goods or the Software in breach of this Agreement, including other than the Specific Use, Specifications or Documentation (b) the use of the Goods or the Software in combination with any products, primers, materials, work flows, reagents, consumables, software, or services not provided by Oxford, (c) Customer’s modification of the Goods or the Software or (d) Customer’s failure to use of a non-infringing work around made available by Oxford for no additional cost. As a condition to this indemnity, Customer must (i) notify Oxford in writing as soon as Customer becomes aware of any claim, (ii) not admit any liability or take any other action in connection with the claim that could affect a defence, (iii) allow Oxford, at its sole option, to solely control the defence or settlement of the claim and (iv) give Oxford reasonable information, cooperation, and assistance. This indemnity is the Oxford Group’s only liability to Customer, and Customer’s only remedy, for any infringement of Intellectual Property Rights by or in connection with any of the Goods or Software.‌
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Indemnification by Oxford. Oxford hereby agrees to indemnify, hold harmless and defend StemCell, its Affiliates, agents, representatives, distributors, directors, officers and employees (collectively, the “StemCell Indemnified Parties”) against any and all expenses, costs of defence (including without limitation lawyer’s fees, damages (including punitive or exemplary damages), judgments, fines and amounts paid in settlement) and any amounts StemCell becomes legally obligated to pay because of any claim or claims against it to the extent that such claim or claims (i) result from Oxford’s activities under this Agreement, (ii) arise out of the breach of any representation or warranty by Oxford hereunder, (iii) are due to the gross negligence or wilful misconduct of Oxford, (iv) arise out of the possession, use, marketing, sale, or administration of the Product by Oxford or Oxford’s Affiliates or (v) which relate to the use of the Product, supplied by Oxford or Oxford’s Affiliates, by any third party for any purpose; provided that (a) StemCell provides Oxford with prompt notice of any such claim and the exclusive ability to defend (with the reasonable cooperation of StemCell) or settle any such claim and (b) such indemnities shall not apply to the extent such claims are covered by StemCell’s indemnity pursuant to Subsection 13.1.1 set out above.
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Indemnification by Oxford. Subject to these terms and conditions, including, without limitation, the exclusions listed below, Oxford shall defend, indemnify and hold harmless Customer against damages up to one million U.S. Dollars finally awarded in any legal action brought by a third party against the Customer alleging that the Goods or Software, when used for Research Use, in accordance with this Agreement, the Documentation and the Specifications, infringe the Intellectual Property Rights of a third party which are valid and enforceable under the laws of the U.S. or any Member State of the European Union. Oxford has no obligation to defend, indemnify or hold harmless Customer for any such infringement claim to the extent such infringement arises from: (a) the use of the Goods or Software in any manner or for any purpose other than Research Use, (b) the use of the Goods or Software in any manner not in accordance with the Specifications, the Documentation or this Agreement, (c) the use of the Goods or Software in 9.1. Oxford 的赔偿。在遵守这些条款和条件（包括但不限于下列排除条款）的情况下， Oxford 应对第三方针对客户提起的任何法律诉讼中最终裁定的最高 100 万美元的损害进行辩护，赔偿并使客户免受损害。根据本协议、文档和规范，用于研究用途的产品或软件侵犯了第三方的知识产权，这些知识产权根据美国或欧盟任何成员国的法律有效和可执行。Oxford 没有义务为此类侵权索赔辩护，赔偿或保护客户免受此类侵权行为的侵害：（a）以任何方式或用于研究用途以外的任何目的使用产品或软件，（b）以不符合规格、文档或本协议的任何方式使用产品或软件，（c）将产品或软件与 Oxford 未提供的任何其他产品、材料或服务结合使用（用于避免怀疑，操作系统除外），（d）使用产品或软件执行非由 Oxford 提供的任何程序，（e）客户违反本协议的任何条款，（f）客户对产品或软件的修改， （g）客户未能获得使用本协 议范围之外的产品或软件所需的其他知识产权。作为此 combination with any other products, materials or services not provided by Oxford (for the avoidance of doubt, other than the Operating System), (d) the use of the Goods or Software to perform any process not supplied by Oxford, (e) Customer’s breach of any terms of this Agreement, (f) Customer’s modification of the Goods or Software or (g) Customer’s failure to acquire additional Intellectual Property Rights necessary to use the Goods or Software outside the scope of this Agreement. As a condition to this indemnity, Customer must (i) notify Oxford in writing as soon as Customer becomes aware of any claim, (ii) not admit any liability or take any other action in connection with the claim that could affect a defense, (iii) allow Oxford, at its sole option, to solely control the defense or settlement of the claim and (iv) give Oxford reasonable information, cooperation and assistance. THIS INDEMNITY IS XXXXXX’X ONLY LIABILITY TO CUSTOMER, AND CUSTOMER’S ONLY REMEDY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY OF THE GOOD...
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Indemnification by Oxford. Subject to these terms and conditions, including, without limitation, the exclusions listed below, Oxford shall defend, indemnify and hold harmless Customer against damages up to one million U.S. Dollars finally awarded in any legal action brought by a third party against the Customer alleging that the Goods, when used for Research Use, in accordance with this Agreement, the Documentation and the Goods’ Specifications, infringe the Intellectual Property Rights of a third party which are valid and enforceable under the laws of the U.S. or any Member State of the European Union. Oxford has no obligation to defend, indemnify or hold harmless Customer for any such infringement claim to the extent such infringement arises from: (a) the use of the Goods in any manner or for any purpose other than Research Use, (b) the use of the Goods in any manner not in accordance with the Specifications, the Documentation or this Agreement, (c) the use of the Goods in combination with any other products, materials or services not provided by Oxford, (d) the use of the Goods to perform any process not supplied by Oxford, (e) Customer’s breach of any terms of this Agreement, (f) Customer’s modification of the Goods or (g) Customer’s failure to acquire additional Intellectual Property Rights necessary to use the Goods outside the scope of this Agreement. As a condition to this indemnity, Customer must (i) notify Oxford in writing as soon as Customer becomes aware of any claim, (ii) not admit any liability or take any other action in connection with the claim that could affect a defense,
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Related to Indemnification by Oxford

  • 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 Company The Company agrees to indemnify and hold harmless each Indemnified Holder from and against all Claims arising out of or based upon any Misstatement or alleged Misstatement, except insofar as such Misstatement or alleged Misstatement was based upon information furnished in writing to the Company by such Indemnified Holder expressly for use in the document containing such Misstatement or alleged Misstatement. This indemnity shall not be exclusive and shall be in addition to any liability which the Company may otherwise have. The foregoing notwithstanding, the Company shall not be liable to the extent that any such Claim arises out of or is based upon a Misstatement or alleged Misstatement made in any preliminary prospectus if (i) such Indemnified Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities giving rise to such Claim and (ii) the Prospectus would have corrected such untrue statement or omission. In addition, the Company shall not be liable to the extent that any such Claim arises out of or is based upon a Misstatement or alleged Misstatement in a Prospectus, (x) if such Misstatement or alleged Misstatement is corrected in an amendment or supplement to such Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Indemnified Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale to the person who purchased a Registrable Security from such Indemnified Holder and who is asserting such Claim. The Company shall also provide customary indemnifications to underwriters, selling brokers, dealer managers and similar securities industry professionals participating in a distribution covered by a Registration Statement, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act).

  • 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 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).

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

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