Indemnification by the Licensor. In order to induce the Licensee to enter into and perform this Agreement, the Licensor does hereby indemnify, protect, defend and save and hold harmless the Licensee and each of its members, affiliates, officers, managers, control persons, employees, attorneys, agents, partners and trustees and personal representatives of any of the foregoing (“Indemnified Parties”), from and against any loss resulting to any of them from any material loss, liability, cost, damage, or expense which the Indemnified Parties may suffer, sustain or incur arising out of or due to a breach by the Licensor of the representations, warranties and covenants set forth in Article “9” of this Agreement or in any documents delivered pursuant hereto, or of a breach by the Licensor of any of its obligations pursuant to this Agreement or in any documents delivered pursuant hereto.
Indemnification by the Licensor. Company shall indemnify and hold the MA free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of defects in the Products caused by The Licensor or failure of The Licensor to provide any products to a customer that has been properly ordered through The MA.
Indemnification by the Licensor. Company shall indemnify and hold the S/A free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of defects in the Products caused by The Licensor or Licensee or failure of The Licensor or Licensee to provide any products to a customer that has been properly ordered through The S/A.
Indemnification by the Licensor. The Licensors shall, jointly and severally, indemnify, defend and save harmless the Licensee from and against any and all Loss suffered or incurred by the Licensee arising out of or in connection with:
Indemnification by the Licensor. The Licensor will indemnify and hold harmless the Licensee, and its representatives, members, employees or subsidiaries (each a “the Licensee Indemnified Person” and collectively, the “the Licensee Indemnified Persons”), and will reimburse the Licensee Indemnified Persons for any loss, liability, claim, judgment, cause of action, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), arising from or in connection with:
Indemnification by the Licensor. The Licensor agrees to indemnify ------------------------------- and hold harmless JRT and JRC against and in respect to all damages (as hereinafter defined) in excess of $500.00. Damages, as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the imposition thereof, or in enforcing this indemnity, resulting to JRT and JRC from any inaccurate representation made by or on behalf of the Licensor in or pursuant to this Agreement, breach of any of the warranties made by or on behalf of the Licensor in or pursuant to this Agreement, or breach or default in the performance by the Licensor of any of the obligations to be performed by them hereunder. Hereunder, JRC shall determine whether JRT or JRC is entitled to be indemnified and such determination shall be binding on the Licensor. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire one year after the Closing hereunder, except in the case of the proven fraud by the Licensor hereunder as determined by a court of competent jurisdiction in connection with any such claim for indemnification, in which event such right to indemnification shall expire one year after the discovery of such fraud.
Indemnification by the Licensor. The Licensor agrees to indemnify and hold harmless the Licensee, and each underwriter and each of their respective partners, directors, officers and employees (including each officer of the Licensee who signed the Registration Statement), and each person, if any, who controls the Licensee or any underwriter within the meaning of Section 15 of the Act, against any and all losses, liabilities, claims, damages, judgments and expenses described in the indemnity contained in paragraph (a) of this Section (provided that any settlement of the type described therein is effected with the written consent of the Licensor), as incurred, but only with respect to untrue statements or alleged untrue statements of a material fact contained in any prospectus or the omissions or alleged omissions therefrom of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any such case made in reliance upon and in conformity with written information furnished to the Licensee by the Licensor expressly for use in such Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto).
Indemnification by the Licensor. The Licensor shall jointly and severally defend, indemnify and hold the Licensee harmless from any and all claims, liabilities, judgments, penalties, losses, costs, damages and expenses (including reasonable legal and professional fees whether or not litigation is instituted) suffered or incurred by Licensee by reason of any breach by the Licensor of their representations, covenants or warranties under this Agreement, or by reason of any third party claims for negligence, personal injury, death or property damage arising out of the use of Taiwan Fast Plant Propagation Technology or by reason of infringement by Taiwan Fast Plant Propagation Technology of third party intellectual property rights.
Indemnification by the Licensor. The Licensor shall indemnify and hold harmless the Licensee and the Parent and their respective Affiliates, directors, officers, employees and agents, and their respective successors, heirs and assigns, from and against all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs, to the extent resulting from any claims, demands, actions or other proceedings by any third party arising out of (a) the material breach of any representation, warranty or covenant by the Licensor under this Agreement or (b) the gross negligence or intentional misconduct of the Licensor or any of its Affiliates.
Indemnification by the Licensor. In order to induce the Licensee to enter into this Agreement and to consummate the transactions contemplated by this Agreement and all of the Exhibits which are annexed hereto and made a part hereof, the Licensor does hereby indemnify, protect, defend and save and hold harmless the Licensee and each of its members, affiliates, officers, managers, control persons, employees, attorneys, agents, partners and trustees and personal representatives of any of the foregoing (“Indemnified Parties”), from and against any loss resulting to any of them from any material loss, liability, cost, damage, or expense which the Indemnified Parties may suffer, sustain or incur arising out of or due to a breach by the Licensor of the representations, warranties and covenants set forth in Article “8” of this Agreement or in any documents delivered pursuant hereto, or of a breach by the Licensor of any of its obligations pursuant to this Agreement or in any documents delivered pursuant hereto. N:\Clients\China PharmaHub\Akanas\Definitive Agreement\Definitive Agreement v.f.3.doc “PURSUANT TO 17 C.F.R. § 240.24B-2, CONFIDENTIAL INFORMATION (INDICATED BY [*]) HAS BEEN OMITTED FROM THIS DOCUMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT APPLICATION FILED WITH THE COMMISSION”
