Indemnification by Relief Sample Clauses
The "Indemnification by Relief" clause establishes that one party is obligated to compensate or protect the other party from losses, damages, or liabilities arising from specific events or actions. In practice, this clause typically requires the indemnifying party to cover costs such as legal fees, settlements, or judgments if the indemnified party faces claims due to the indemnifying party's conduct or breach. Its core function is to allocate risk and financial responsibility, ensuring that the party at fault bears the consequences and the other party is shielded from direct harm.
Indemnification by Relief. Relief hereby agrees to defend, hold harmless and indemnify each of Acer, its Affiliates and their agents, shareholders, directors, officers, employees and consultants and successors and assigns of any of the foregoing (the “Acer Indemnitees”) from and against any and all liabilities, expenses and losses, including reasonable legal expenses and attorneys’ fees (collectively “Losses”), incurred by any Acer Indemnitee as a result of any suits, claims, actions and demands brought by a Third Party (each, a “Third Party Claim”) arising directly or indirectly out of (a) any breach of any representations, warranties, covenants or agreements by Relief under this Agreement caused by any act or omission of Relief, (b) the negligence or willful misconduct of any Relief Indemnitee or (c) the research, Development, manufacture, use, handling, storage, Commercialization or other disposition of Product by Relief or any of its Affiliates, or any of their respective licensees, assignees or successors. Relief’s obligation to indemnify the Acer Indemnitees pursuant to the foregoing sentence will not apply to the extent that any such Losses arise from any activities set forth in Section 7.2 for which Acer is obligated to indemnify Relief Indemnitees under Section 7.2. Furthermore, Relief hereby agrees to indemnify the HHMI Indemnitees (as defined in the BCM License) by counsel reasonably acceptable to HHMI (as defined in the BCM License) and to hold the HHMI Indemnitees harmless from and against any HHMI Claims (as defined in the BCM License) based upon arising out of or otherwise relating to the BCM License or this Agreement, including any cause of action relating to product liability, or the use, handling, storage or disposition of Product and Acer Technology by Relief or others who possess Product and Acer Technology through a chain of possession leading back, directly or indirectly, to Relief. The previous sentence will not apply to any HHMI Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an HHMI Indemnitee. Relief further agrees not to settle any HHMI Claim against an HHMI Indemnitee without HHMI’s written consent where (i) such settlement would include any admission of liability on the part of any HHMI Indemnitee, (ii) such settlement would impose any restriction on any HHMI Indemnitee’s conduct of any of its activities or (iii) such settlement would not include an unconditio...
Indemnification by Relief. Subject to the other provisions of this Section 7, following the Closing, Relief shall indemnify, defend (as provided in Section 7.3), and hold harmless NRx, its Affiliates, and each of their respective officers, directors, employees, agents, successors and permitted assigns (each a “NRx Indemnified Party”) from and against and in respect of any and all Damages to the extent caused by, related to, or arising, directly or indirectly, from or in connection with any of the following:
(a) any Assumed Liabilities;
(b) any inaccuracy in or breach of any representation or warranty made by Relief in this Agreement; or
(c) any breach or nonfulfillment by Relief of any of its covenants, obligations or agreements contained in this Agreement;