Indemnification by Xxxxxx. Xxxxxx agrees to indemnify and hold ------------------------- harmless RTI, each of RTI's directors and officers, and each person, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon:
(a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement,
(b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or
(c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall Xxxxxx'x cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-
Indemnification by Xxxxxx. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):
(a) any Parent Liability;
(b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;
(c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements;
(d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and
(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.
Indemnification by Xxxxxx. Each Member shall be indemnified and held harmless for owning and operating a Node pursuant to Section 7.5 of the Hedera LLC Agreement (the “Hedera Indemnity”), in that the Hedera Indemnity will apply to the Member Node Terms, except for claims arising out of (i) any claim between a Member and Hedera; (ii) a Member’s breach of any material term of the Member Node Terms; (ii) injuries to persons (including death) or loss, theft or damage to real or tangible personal property arising from the negligence, dishonest or willful acts, or omissions of the Member; (iii) any actual infringement, misappropriation or other violation of any Intellectual Property Rights (defined below) by the Member, other than claims arising solely from Member’s use of the Node in compliance with the Member Node Terms; and
Indemnification by Xxxxxx. Xxxxxx shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of, and for the amounts paid by Customer under a judgment, or court approved settlement of, a Claim Against Customer; provided that Customer (a) promptly gives Xxxxxx written notice of the Claim Against Customer; (b) gives Xxxxxx sole control of the defense and settlement of the Claim Against Customer (provided that Xxxxxx may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (c) provides to Xxxxxx all reasonable assistance, at Xxxxxx’x expense. In the event of a Claim Against Customer, or if Xxxxxx reasonably believes the Services may infringe or misappropriate a third party’s intellectual property rights, Xxxxxx may, in its sole discretion and at no cost to Customer: (i) modify the Services so that they no longer infringe or misappropriate, which shall not be considered a breach of this Agreement, (ii) obtain a license for continued use of the Services in accordance with this Agreement, or (iii) terminate access for such Services upon thirty (30) days written notice and refund to Customer any prepaid fees covering the remainder of the term of such subscriptions after the effective date of such termination. Xxxxxx shall have no liability or obligation hereunder with respect to any claim based upon (a) use of any Services in violation of the Acceptable Use Policy or Documentation; (b) modifications, alterations, combinations or enhancements of the Services not created by or for Xxxxxx; (c) Customer’s continuing allegedly infringing activity after being notified thereof, or its continuing use of any version after being provided modifications that would have avoided the alleged infringement; or (d) any intellectual property right in which Customer or any Customer Affiliates has an interest.
Indemnification by Xxxxxx. The Holder shall indemnify and hold harmless the Company, the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any related Prospectus, or any form of prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any related Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is contained in information so furnished by the Holder in writing to the Company expressly for inclusion in the Registration Statement or such related Prospectus. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Indemnification by Xxxxxx. Except as otherwise provided in this ------------------------- Article 9, Xxxxxx (the "Indemnifying Party"), agrees to indemnify, defend and hold harmless each of the Purchasers and their Affiliates and their respective officers, directors, agents, employees, subsidiaries, partners, members and controlling persons (each, an "Indemnified Party") to the fullest extent permitted by law from and against any and all losses and any and all actions, proceedings, claims, complaints, disputes, arbitrations or investigations or written threats thereof (collectively, "Claims") (including any Claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel incurred by the Indemnified Party in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) or other liabilities (collectively, "Losses") resulting from, arising out of or relating to the breach by the Indemnifying Party of any representation or warranty or covenant set forth in Article 5, or relating to the breach of any other agreement by the Indemnifying Party in this Agreement or the other Transaction Documents; provided, that the Indemnifying -------- Party shall not be liable under this Section 9.1 to an Indemnified Party to the extent that it is finally judicially determined that such Losses resulted primarily from the material breach by such Indemnified Party of any representation, warranty, covenant or other agreement of such Indemnified Party contained in this Agreement or other Transaction Documents; and provided, -------- further, that if ------- and to the extent that such indemnification is unenforceable for any reason, the Indemnifying Party shall make the maximum contribution to the payment and satisfaction of such Losses which shall be permissible under applicable laws. Notwithstanding anything to the contrary contained herein, the amount of any payment by any Indemnifying Party to any Indemnified Party herewith in respect of any Loss shall not exceed the aggregate purchase price paid by the Purchasers for the Purchased Shares purchased by the Purchasers hereunder. In connection with the obligation of the Indemnifying Party to indemnify for expenses as set forth above, the Indemnifying Party shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Indemnified Party for all such expenses (including reasonable fees, disbursements and othe...
Indemnification by Xxxxxx. Xxxxxx will indemnify and hold End User harmless, from and against any claim against End User brought by a third party alleging that the Services infringes or misappropriates such third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). Bizagi shall, at its expense, defend such IP Claim and pay damages finally awarded against End User in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Xxxxxx for such defense, provided that (a) End User promptly notify Bizagi of the threat or notice of such IP Claim; (b) Bizagi has sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) End User fully cooperates with Bizagi in connection therewith. The provisions of this Section state the sole, exclusive and entire liability of Bizagi to End User and constitutes End User’s sole remedy with respect to an IP Claim brought by reason of access to or use of the Services by End User.
Indemnification by Xxxxxx. Except as may be otherwise provided herein, Xxxxxx shall defend, indemnify and hold SuperGen, its directors, officers and employees, and SuperGen Sales Representatives (collectively the "SuperGen Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or CONFIDENTIAL TREATMENT REQUESTED causes of action arising out of or resulting from:
(a) Xxxxxx'x breach of any representation, warranty, covenant, or obligation provided for in this Agreement;
(b) an infringement claim arising from SuperGen's use of the Xxxxxx name or logo in connection with the promotion or sale of the Product, provided SuperGen's use is in compliance with the terms of this Agreement;
(c) the negligence, recklessness or willful misconduct of Xxxxxx, its directors, officers or employees or Xxxxxx Sales Representatives, including, but not limited to, product liability claims arising out of off-label promotions by Xxxxxx, its Affiliates, their directors, officers or employees, or Xxxxxx Sales Representatives; or
(d) any patent infringement claim arising from Xxxxxx'x or its Affiliates' or permitted sublicensee's (A) utilization of process technology for the manufacture of the Product which has not been approved by SuperGen or (B) continued Promotion in a country after receipt of notice from SuperGen indicating that the sale or Promotion of such Product in such country should be terminated because such further sale or Promotion would constitute willful infringement of a valid and issued patent in such country. Provided, however, that Xxxxxx shall not be required to indemnify the SuperGen Indemnitees to the extent that any Losses arise out of or result from: (A) the negligence, recklessness or willful misconduct of any SuperGen Indemnitee including, but not limited to, off-label promotion of the Product; and/or (B) any breach by SuperGen of this Agreement.
Indemnification by Xxxxxx. Subject to Section 6.04, Parent shall indemnify, defend and hold harmless SpinCo, each other member of the SpinCo Group and each of their respective former and then-current directors, officers and employees, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees to the extent relating to, arising out of or resulting from any of the following items (without duplication):
(a) the Parent Liabilities, including the failure of Parent or any other member of the Parent Group, or any other Person, to pay, perform or otherwise promptly discharge any Parent Liability in accordance with its terms;
(b) any breach by Parent or any other member of the Parent Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and
(c) any breach by Parent of any of the representations and warranties made by Parent on behalf of itself and the members of the Parent Group in Section 11.01(c).
Indemnification by Xxxxxx. Lessee covenants and agrees to indemnify, defend and hold District harmless from and against any and all losses, claims, suits, damages, and expenses (including reasonable attorneys’ fees) asserted by third parties arising out of the condition of the Site if caused by Lessee, provided, however, that Lessee shall not be required to indemnify the District in the event such liability or damage is caused by the negligent or intentional wrongful act or omission of the District. All liabilities under this Site Lease on the part of Lessee are solely liabilities of Lessee, and District hereby releases each and every member, director, shareholder and officer of Lessee from any personal liability or individual liability under this Site Lease, provided, however, that the District does not release any member, director, shareholder or officer of Lessee from any personal or individual liability arising from such person’s intentional act or intentional omission. Except as otherwise provided in this section, no member, director, shareholder or officer of Lessee shall at any time or under any circumstances be individually or personally liable for anything done or omitted to be done by Lessee under this Site Lease.
