Indemnification by the Consultant. If in connection with any services or matters that are the subject of arise out of this Agreement or the Consultant's engagement hereunder, the Company or any of its directors, officers, stockholders, employees of agents (collectively, the "Company Indemnitees") becomes involved (whether or not as a named party) in any action, claim, investigation or legal proceeding, the Consultant, will indemnify and save harmless such Company Indemnitees from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments in compromises and defending against any claims or alleged claims) of any nature whatsoever, liquidated or unliquidated, that are incurred by any Company Indemnitees' obligations under this Agreement unless the claim or alleged claim resulted from willful misconduct, negligence or fraud of the Company Indemnitees. The Consultant agrees that, without the Company Indemnitees' prior written consent, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under this Section 6 (whether or not the Company Indemnitees are actual or potential parties to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Company Indemnitee from all liability arising out of such claim, action or proceeding.
Indemnification by the Consultant. Consultant hereby indemnifies and agrees to hold the Company and its affiliates (including any and all officers, directors, employees and agents) harmless from and against any loss, claim, liability, cost, expense or other damages (including reasonable legal fees and expenses)(collectively “Losses”) which are caused by or arise out of Consultant’s fraud, gross negligence or willful misconduct.
Indemnification by the Consultant. 13.1 The Consultant will indemnify the Client, its directors, officers and employees, successors and assigns from and against any and all claims, demands, suits at law or in equity, loss, damage, attorney's fees and liability of any kind due to, arising out of or resulting from a breach of any covenant, representation or warranty made by the Consultant in this Agreement.
Indemnification by the Consultant. A. The Consultant shall indemnify, protect, defend and save and hold harmless the Company from and against any loss resulting to them from:
(i) All liabilities of the Consultant, whether accrued, absolute, contingent, or otherwise existing on the date of this Agreement;
(ii) Any and all losses, liabilities, costs, damages, or expenses which Company may suffer, sustain or incur arising out of or due to a breach by the Consultant of any covenant, representation or warranty made in this Agreement or from any misrepresentation and/or omission pursuant to this Agreement; and
(iii) Any and all claims or actions against the Company, and any and all costs, expenses and losses, including but not limited to, arbitration awards, civil judgments, reasonable attorney fees and costs, and court or arbitration fees and costs arising out of any act, or any omission of Consultant in the performance of any duties or services, regardless of whether said claim or action against the Consultant is individually dismissed, prior to, or at the arbitration hearing or court proceeding. The Company, in its sole and absolute discretion, without the prior approval of the Consultant, may settle for compromise any claim at any time. In the event the Consultant wishes to disagree with such settlement, it may do so by filing a bond/or depositing into an escrow account for the benefit of the Company the amount of general damages alleged by the plaintiff or claimant against Company. In such event, the Company shall agree not to settle the claim without the consent of the Consultant.
(iv) Any and all losses, claims, damages or liabilities to which the Company may become subject under the Securities Act of 1933, as amended, (the "Act"), or otherwise insofar as such losses, claims, damages or liabilities (or action in respect thereof) arise out of or are based upon violations of the Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and upon any untrue statement or alleged untrue statement or the alleged omission to state therein a material fact required to be stated in any statement written or made by the Consultant in performing any of the Consulting Services pursuant to this Agreement, subject to Company's obligations as set forth in Paragraph 8 above.
B. The indemnification, which is set forth in this Article 15 of this Agreement, shall be deemed to include not only the specific liabilities or obligations with respect to which such indemnity is pro...
Indemnification by the Consultant. The Consultant agrees to and hereby does indemnify and hold harmless the Company, its affiliates involved in the Clinical Study, and their agents, officers, subcontractors, and employees (“Company Indemnitees”), from and against any loss, expense, cost (including reasonable attorney fees), liability, damage, or claim by any study subjects or third-parties for personal injury, including death, that arises out the Consultant’s or the Consultant Indemnitees failure to conduct the Clinical Study in strict accordance with the protocol for the Clinical Study, the Company’s written instructions, or applicable federal, state or local laws or regulations or that arises out of the gross negligence or willful misconduct of the Consultant (“Company Claim”), provided that the Consultant shall not indemnify any Company Indemnitee for any Company Claim to the extent the Company Claim arose out of: (i) the gross negligence or willful misconduct of the Company or Company Indemnitees; or (iii) the errors, wrongful acts or omissions of the Company or Company Indemnitees. The Consultant’s obligations under this Section 6.2 with respect to a Company Claim are conditioned on:
i. prompt written notification to the Consultant of the Company Claim so that the Consultant’s ability to defend or settle the Company Claim is not adversely affected;
ii. Company Indemnitees’ agreement that the Consultant has sole control over the defense or settlement of the Company Claim and to fully cooperate with the Consultant in the defense or settlement of the Company Claim; provided, that, no Company Indemnitee shall be required to admit fault or responsibility in connection with any settlement.
iii. Written notification of the Company Claim shall be sent via overnight courier to the Consultant in accordance with Section 7.7 hereof.
Indemnification by the Consultant. The Consultant shall indemnify and hold harmless the Company, the Company Subsidiaries and the members, managers, officers, directors, employees and other agents, representatives and Affiliates thereof (and the members, managers, officers, directors, employees and other agents, representatives and Affiliates of such Persons) (such indemnified Persons, the “Company Indemnified Persons”) from, against and in respect of any and all Losses to the extent such Losses are incurred or suffered by the Company Indemnified Persons as a result of, arising out of or directly or indirectly relating to any Third Party Claim that relates to the provision of the Theater Services under this Agreement to the extent such Losses are caused by the bad faith, gross negligence or willful misconduct of the Consultant or any of its shareholders, managers, officers, directors, employees and other agents, representatives and Affiliates (or the shareholders, members, managers, officers, directors, employees and other agents, representatives and Affiliates of such Persons);
Indemnification by the Consultant. The Consultant hereby agrees to indemnify the Company, its officers, directors, employees, and agents and save them harmless from any and all liabilities and claims whatsoever as follows:
(a) fines, penalties and interest thereon, for or by reason of or in any way arising out of the failure by the Company to deduct, withhold or contribute any amount in respect of its payments to the Consultant. Such liabilities and claims shall include, without limitation, federal or provincial income and health taxes, Canada Pension Plan and Employment Insurance contributions and premiums, and workers compensation premiums; and
(b) suits, actions, investigations, and proceedings, and related costs and expenses (including legal fees) arising out of or in connection with the delivery of the Services as a result of the Consultant’s gross negligence, willful misconduct or failure to comply with the terms of this Agreement. This indemnification shall survive the termination of this Agreement for any reason and shall not detract in any way from any other rights or remedies which the Company may have under this Agreement or otherwise in law or equity.
Indemnification by the Consultant. Except as requested otherwise by the Company, the Consultant, at its own expense, shall indemnify, defend and hold harmless the Company and its Affiliates (as defined below) against any claim, suit, action, proceeding, debt or liability, including reasonable attorneys’ fees (whether arising from enforcement of this Agreement or otherwise), based on or arising from: (i) breach by the Consultant of any of its representations, warranties or obligations under this Agreement; or (ii) the gross negligence or willful misconduct of the Consultant or its Affiliates in the performance of its duties hereunder.
Indemnification by the Consultant. The Consultant agrees to indemnify the Client, its principals, employees, directors, officers and agents from and against all claims, actions, losses, expenses, costs or damages which the Client, its principals, employees, directors, officers, or agents may suffer, sustain, or incur arising from any negligent or faulty acts or omissions of the Consultant or anyone for whom the Consultant is responsible. Notwithstanding anything hereunder to the contrary, the Consultant shall not have any liability whatsoever to the Client for:
(a) any indirect, consequential, special, incidental, exemplary or punitive damages or similar damages or losses including, without limitation, for any loss of opportunity, revenue, sales or profits, regardless of whether arising from breach of contract, warranty, tort (including negligence), strict liability, statutory liability or otherwise, even if such party is advised of the possibility of such damage or loss or if such loss or damage could have been reasonably foreseen;
(b) the failure of a contractor, retained by the Client, to perform the work required in the Project, nor shall the Consultant be responsible for job site safety or construction means and methods;
(c) the design of or defects in equipment supplied or provided by the Client for incorporation into the Project;
(d) any cross-contamination resulting from subsurface investigations;
(e) any advice on any matter given by an independent third party, even if such third party’s advice was requested on the recommendation of the Consultant;
(f) any default affecting goods that were recommended by the Consultant;
(g) any damage to subsurface structures and utilities which were identified and located by the Client, or by the Client’s other consultants or contractors;
(h) any Project decisions made by the Client, if the decisions were made without the advice of the Consultant, or contrary to or inconsistent with the Consultant’s advice;
(i) the unauthorized distribution of any confidential document or report prepared by or on behalf of the Consultant for the exclusive use of the Client; or
(j) claims for damages for bodily injury, including death which is actually or allegedly, in whole or in part, directly or indirectly, caused by, based upon or in any way involving asbestos or any material derived therefrom in whatever form or quantity.
Indemnification by the Consultant. 9.1.1 The Consultant shall indemnify and save harmless the Corporation, it’s employees and agents, from losses arising out of the errors, omissions or negligent acts of the Consultant, its employees and agents, in the performance of the Services under the Agreement.
9.1.2 The Consultant’s liability to indemnify or reimburse the Corporation under the Agreement shall not affect or prejudice the Corporation from exercising any other rights under law.
