Indemnification by THI Sample Clauses

Indemnification by THI. Subject to the limitations set forth in Section 12.1, THI hereby covenants and agrees with DE that THI shall indemnify DE and hold it harmless from, against and in respect of any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) incurred by it resulting from any misrepresentation, breach of warranty or the nonfulfillment of any agreement, covenant or obligation by THI made in this Agreement (including without limitation any Exhibit hereto and any certificate or instrument delivered in connection herewith).
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Indemnification by THI. THI will indemnify and hold Miromatrix, its directors, officers, employees and agents harmless against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees) resulting from any third party claims, demands, suits, and/or causes of action made or asserted against, or suits brought against, Miromatrix which arise from (a) an act or failure to act by THI, (b) THI’s breach of any of its representations, warranties or agreements contained herein or (c) the rights granted to THI under this Agreement, including, without limitation, if applicable, the manufacture, use, lease, sale, offer to sell, supply, importation, or other disposition of the Products by THI or its sub-licensees.
Sample 1Sample 2
Indemnification by THI. (a) THI agrees to indemnify and hold harmless Metrika from any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any reasonable legal, accounting or other expenses for investigating or defending any actions or threatened actions) incurred by Metrika relating solely to the acts or omissions, or related to conduct, of the Transferred Businesses, including foreign operations thereof, that occurred prior to the date hereof.
Sample 1Sample 2
Indemnification by THI. Subject to the limitations set forth in the last sentence of Section 12.1, THI hereby covenants and agrees with A-1-A that THI shall indemnify A-1-A and hold it harmless from, against and in respect of any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) incurred by any of them resulting from (i) the conduct of the operations of A-1-A subsequent to the Closing, and (ii) any misrepresentation, breach of warranty or the nonfulfillment of any agreement, covenant or obligation by THI made in this Agreement (including without limitation any Exhibit hereto and any certificate or instrument delivered in connection herewith).
Sample 1
Indemnification by THI. (a) THI agrees to indemnify and hold harmless Vision from any and all claims, damages, losses (including diminution in value), liabilities, costs and expenses (including, without limitation, settlement costs and any reasonable legal, accounting or other expenses for investigating or defending any actions or threatened actions) (collectively "Losses") incurred by Vision relating solely to the acts or omissions, or related to conduct, of CID or SMS prior to December 31, 1995.
Sample 1
Indemnification by THI. (a) THI agrees to indemnify and hold harmless ONIX from any and all claims, damages, losses (including diminution in value), liabilities, costs and expenses (including, without limitation, settlement costs and any reasonable legal, accounting or other expenses for investigating or defending any actions or threatened actions) (collectively "Losses") incurred by ONIX relating solely to the acts or omissions, or related to conduct, of the business of the Subsidiaries as defined in the Stock Transfer Agreement, including foreign operations thereof, that occurred prior to the date hereof. Notwithstanding the foregoing, THI agrees to indemnify and hold harmless ONIX from any and all Losses incurred by ONIX relating to the following: (i) the ownership, operation, assets and business of the BJ Software division formerly owned and operated by Thermo Instrument Controls Inc., a Delaware corporation, whether such Losses arose before or after the date of this Agreement; (ii) the radioactive materials incident that occurred at the operations of Kay-Xxx/Xxxsall Inc. in April 1994; and (iii) the Cannonbear arbitration except to the extent such Losses are directly attributable to (a) royalties due, if any, arising from sales by ONIX, after the date of this Agreement, of products incorporating technology which is the subject of the Cannonbear arbitration or (b) the breach by ONIX of any obligations arising after the date of this Agreement under contracts which are the subject of the Cannonbear arbitration.
Sample 1
Indemnification by THI. Subject to the limitations set forth in the last sentence of Section 12.1, THI hereby covenants and agrees with Banner that THI shall indemnify Banner and its respective directors, officers, employees, representatives and Affiliates of Banner and each of their successors and assigns (individually, a "Banner Indemnified Party") and hold them harmless from, against and in respect of any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) incurred by any of them resulting from (i) the conduct of the operations of Banner subsequent to the Closing, and (ii) any misrepresentation, breach of warranty or the nonfulfillment of any agreement, covenant or obligation by THI made in this Agreement (including without limitation any Exhibit hereto and any certificate or instrument delivered in connection herewith). If, by reason of the claim of any third party relating to any of the matters subject to indemnification under this Section 12.3, a lien, attachment, garnishment or execution is placed upon any of the property or assets of any Banner Indemnified Party, THI shall promptly furnish an indemnity bond reasonably satisfactory to Banner to obtain the prompt release of such lien, attachment, garnishment or execution. Banner shall be entitled to reduce any amounts it owes to THI in the amount owed to it by THI under this Section 12.3.
Sample 1
AutoNDA by SimpleDocs
Indemnification by THI. Subject to the limitations set forth in the last sentence of Section 10.1, THI hereby covenants and agrees with SELLERS that THI shall indemnify SELLERS and holds them harmless from, against and in respect of any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) incurred by any of them resulting from (i) the conduct of the operations of FRESH subsequent to the Closing, and (ii) any misrepresentation, breach of warranty or the nonfulfillment of any agreement, covenant or obligation by THI made in this Agreement (including without limitation any Exhibit hereto and any certificate or instrument delivered in connection herewith). If, by reason of the claim of any third party relating to any of the matters subject to indemnification under this Section 10.3, a lien, attachment, garnishment or execution is placed upon any of the property or assets of any FRESH Indemnified Party, THI shall promptly furnish an indemnity bond reasonably satisfactory to SELLERS to obtain the prompt release of such lien, attachment, garnishment or execution. SELLERS shall be entitled to reduce any amounts it owes to THI in the amount owed to it by THI under this Section 10.3.
Sample 1

Related to Indemnification by THI

  • Indemnification By the Fund 8.3(a). The Fund agrees to indemnify and hold harmless the Company, and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and:

  • Indemnification by the Company The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

  • Indemnification by the Holders To the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

  • Indemnification by the Buyer The Buyer agrees to indemnify, defend and hold harmless Seller against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreement.

  • Indemnification by the Holder Each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will indemnify and hold harmless the Issuer, and any Person who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or are caused by the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance upon and in conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the liability of any Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnify.

  • Indemnification by the Trust 7.3.1 The Trust agrees to indemnify and hold harmless you, and each of your directors and officers and each person, if any, who controls you within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust, which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Trust, and arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Sections 7.3.2 and 7.3.3 hereof. It is understood and expressly stipulated that neither the holders of shares of the Trust nor any Trustee, officer, agent or employee of the Trust shall be personally liable hereunder, nor shall any resort be had to other private property for the satisfaction of any claim or obligation hereunder, but the Trust only shall be liable.

  • 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 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 Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by the Parent (a) The Parent shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.

Time is Money Join Law Insider Premium to draft better contracts faster.