Indemnification by XXX. TES shall defend, indemnify, and hold harmless Client and its officers, directors, agents and employees from all liabilities and claims for damages for death, illness, or injury to persons or damage to property (including without limitation, consequential damages) resulting from the negligence or willful misconduct of TES or its agents, employees, or subcontractors in performing TES’ obligations hereunder.
Indemnification by XXX. (1) To the extent allowed by law, XXX shall release and indemnify, defend, and hold harmless BPA and each of its directors, officers, agents, representatives, subcontractors, and employees (the "BPA Indemnitees") from and against any and all claims: (A) for injury to or death of a person, including an employee of BPA or an XXX Indemnity; (B) for loss of or damage to property resulting directly or indirectly from ELI's performance or nonperformance of this Agreement; or (C) for any Claims against BPA by customers of XXX or others doing business with XXX, except in the cases of clauses (A) and (B) only, to the extent that such Claim is the result of the gross negligence or willful misconduct of a BPA Indemnity.
(2) If gross negligence or willful misconduct of a BPA Indemnity has contributed to a Claim, XXX shall not be obligated to indemnify the BPA Indemnitees for the proportionate share of such Claims caused by such negligence or willful misconduct. BPA shall have the right, at its own cost, to retain counsel, and to monitor, or participate in the defense of any Claim that is covered by ELI's indemnity hereunder.
Indemnification by XXX. XXX agrees to indemnify, defend and hold Cougar, including its Affiliates, respective employees and agents, harmless against all costs, claims, suits, expenses (including reasonable legal fees) and damages to the extent such claims:
(a) arise from the breach of any representation or warranty of XXX hereunder; or
(b) are due to negligence or wilful misconduct by XXX.
Indemnification by XXX. (1) To the extent allowed by law, XXX shall release and indemnify, defend, and hold harmless Bonneville and each of its directors, officers, agents, representatives, subcontractors, and employees (the "Bonneville Indemnitees") from and against any and all Claims, (i) for injury to or death of a person, including an employee of Bonneville or an XXX Indemnity, or (ii) for loss of or damage to property resulting directly or indirectly from ELI's performance or nonperformance of this Agreement, or (iii) for any Claims against Bonneville by customers of XXX or others doing business with XXX, except in the cases of clauses (i) and (ii) only, to the extent that such Claim is the result of the gross negligence or willful misconduct of a Bonneville Indemnity.
(2) If gross negligence or willful misconduct of a Bonneville Indemnity has contributed to a Claim, XXX shall not be obligated to indemnify the Bonneville Indemnitees for the proportionate share of such Claims caused by such negligence or willful misconduct. Bonneville shall have the right, at its own cost, to retain counsel, to monitor, or participate in the defense of any Claim that is covered by ELI's indemnity hereunder.
Indemnification by XXX. XXX agrees to indemnify FCFC and hold FCFC harmless from and against all liabilities, losses, damages, claims, causes of action, and expenses connected therewith (including reasonable attorneys' fees) arising out of or resulting from the performance of IRA's duties and obligations under this Agreement that are caused directly or indirectly by, or as a result of, the negligent act or omission or willful misconduct of XXX or any of IRA's employees, officers, directors, agents, or representatives.
Indemnification by XXX. Subject to the limitations set forth herein, from and after the Closing, Xxx shall indemnify, defend and hold harmless Buyer and its Affiliates and their respective stockholders, officers, directors, employees, Affiliates, agents and Representatives (collectively, the “Buyer Indemnified Parties”), from and against all Losses arising out of, resulting from, related to or associated with:
(a) Any breach of any representation or warranty made by Xxx contained in this Agreement (without regard to the materiality thereof); or
(b) Any nonfulfillment or breach of any covenant or agreement of Xxx in this Agreement; or
(c) Any Excluded Liabilities.
Indemnification by XXX. (1) To the extent allowed by law, XXX shall release and indemnify, defend, and hold harmless BPA and each of its directors, officers, agents, representatives, subcontractors, and employees (the "BPA Indemnitees") from and against any and all claims: (A) for injury to or death of a person, including an employee of BPA or an XXX Indemnity; or (B) for loss of or Contract No. 97TX-10072 damage to property resulting directly or indirectly from ELI's performance or nonperformance of this Agreement; or (C) for any Claims against BPA by customers of XXX or others doing business with XXX, except in the cases of clauses (A) and (B) only, to the extent that such Claim is the result of the gross negligence or willful misconduct of a BPA Indemnity.
(2) If gross negligence or willful misconduct of a BPA Indemnity has contributed to a Claim, XXX shall not be obligated to indemnify the BPA Indemnitees for the proportionate share of such Claims caused by such negligence or willful misconduct. BPA shall have the right, at its own cost, to retain counsel, and to monitor, or participate in the defense of any Claim that is covered by ELI's indemnity hereunder.
Indemnification by XXX. XXX shall defend, indemnify, and hold Virobay and its Affiliates and their respective officers, directors, employees, and agents (the “Virobay Indemnitees”) harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the Development or Commercialization of Compounds or Licensed Products by or on behalf of XXX or its Affiliates or sublicensees (other than by Virobay), or (b) the breach of any of LEO’s obligations, representations or warranties under this Agreement, or (c) the willful misconduct or negligent acts of XXX, its Affiliates, or the officers, directors, employees, or agents of XXX or its Affiliates. The foregoing indemnity obligation shall not apply to the extent that (i) the Virobay Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and LEO’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity set forth in Section 11.1(b) or 11.1(c) for which Virobay is obligated to indemnify the XXX Indemnitees under Section 11.1.
Indemnification by XXX. XXX agrees to indemnify, save, defend, and hold harmless CFC from and against, and promptly reimburse CFC for, all Indemnified Liabilities paid or incurred by or asserted against CFC or XxXxx resulting from, arising out of, relating to or caused by (a) the breach of any representation, warranty, or covenant of XXX contained in this Agreement or any agreement, document, or schedule referred to herein, or (b) the cost and expense of defending any action, demand, or claim by any third party against or affecting CFC or XxXxx, which if true or successful, would give rise to a breach of any of the representations, warranties, or covenants of XXX or would obligate CFC or XxXxx or cause CFC or XxXxx to be subject to any obligation, liability, or indebtedness referred to in the preceding clauses even if such action, demand, or claim ultimately proves to be untrue and unfounded.
Indemnification by XXX. Effective at the Closing, Xxx agrees to indemnify Company against and hold Company harmless from and in respect of any and all losses, liabilities, damages, reasonable expenses (including without limitation reasonable expenses of investigation and defense and reasonable fees and disbursements of counsel), claims, liens or other obligations of any nature whatsoever (collectively, "Losses") which may arise out of, be based upon, be incurred by virtue of or result from or relate to the breach of any representation or warranty made by Xxx in this Agreement or in any document or instrument delivered by Xxx at the Closing Date pursuant hereto.
