Indemnification by VIA Clause Samples
The "Indemnification by VIA" clause requires VIA to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions attributable to VIA. Typically, this means that if VIA's conduct, such as negligence, breach of contract, or infringement of third-party rights, causes harm to the other party, VIA is responsible for covering associated costs, including legal fees or settlements. The core function of this clause is to allocate risk by ensuring that VIA bears financial responsibility for its own wrongful acts, thereby protecting the other party from potential financial harm.
Indemnification by VIA. Subject to the other terms and conditions of this ARTICLE IX, VIA shall indemnify Toppan against, and shall hold Toppan harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Toppan based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of VIA contained in this Agreement; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by VIA pursuant to this Agreement.
Indemnification by VIA. Subject to Sections 13.3 and 14.14 hereof, VIA hereby agrees to defend, indemnify and hold harmless Roche and its Affiliates and licensors, and their directors, officers, employees and agents (“Roche Indemnitees”) from and against any liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney’s fees and expenses and expenses incurred in connection with the enforcement of this provision), resulting from any Third Party suits, actions, or claims brought or threatened after the Effective Date of this Agreement and which arise out of claims against Roche Indemnitees brought by Third Parties after the Effective Date of this Agreement, including but not limited to, any actions in contract (including breach of warranty) tort (including negligence, strict liability or commercial torts) which arise, result from, or relate to:
(i) any breach of any of the representations of VIA contained in Section 9.2 hereof,
(ii) the gross negligence, recklessness or willful misconduct of the VIA and its Affiliates; and
(iii) any development or commercialization (including without limitation, any manufacture, storage, use or possession) of Compound, Derivatives, Additional Licensed Compounds or Licensed Product by VIA, its Affiliates, sublicensees and distributors. Items (i) through (iii) are hereinafter collectively referred to as a “Roche Loss.” VIA shall have no obligation to indemnify Roche, to the extent that any Roche Loss arises out of the gross negligence or willful misconduct of any Roche Indemnitee or Roche’s breach of this Agreement.
Indemnification by VIA. VIA and its Sublicensee(s) shall, at all times during the Term and thereafter, indemnify, defend and hold harmless ▇▇▇▇▇▇, its Affiliates, and each of their respective directors, officers, employees, and agents, from any claim, proceeding, demand, loss, expense (including legal expenses and reasonable attorneys fees) and liability of any kind whatsoever (including but not limited to those resulting from death, personal injury, illness, or property damage) resulting from or arising in connection with (i) breach of any of its representations, warranties or covenants under this Agreement, or (ii) development manufacture, sale or use of a Licensed Product or a Compound by VIA, its Affiliates or Sublicensees or otherwise of any act or omission of VIA, its Affiliates or Sublicensees under this Agreement, except as otherwise provided in Section 10.1(b). Notwithstanding the above, ▇▇▇▇▇▇ at all times reserves the right to retain counsel of its own to defend ▇▇▇▇▇▇’▇ interests.
Indemnification by VIA. VIA hereby agrees to indemnify and hold harmless S3 and JV (and each of their respective directors, officers and Affiliates and their respective successors and permitted assigns) from and against any and all Damages which any such indemnified Party may sustain, suffer or incur directly or indirectly and which result from any breach by VIA of any representation, warranty, covenant or agreement made by it in this Agreement or in any agreement or instrument executed and delivered by it pursuant hereto and any failure by JV to pay, when due, any of the Assumed Liabilities.
Indemnification by VIA. Subject to the limitations set forth in section 6.3, ViA agrees to indemnify Centennial with respect to, and hold Centennial harmless from, and reimburse Centennial for, any out-of-pocket loss, liabilities, costs or expense (including, but not limited to, reasonable legal fees) which Centennial may directly or indirectly incur or suffer by reason of, or which results, arises out of or is based upon (a) the inaccuracy of any representation or warranty made by ViA in this Agreement, or (b) the failure of ViA to comply with any of its covenants under this Agreement.