Indemnification for Breach of Representations and Warranties. The Corporation hereby agrees to hold the Subscriber and its directors, officers, employees, affiliates, controlling persons and agents and their respective officers, directors, employees, counsel, controlling persons and agents, and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any false representation or warranty or any breach or failure by the Corporation to comply with any covenant made by the Corporation in this Agreement (including the Schedule of Exceptions attached hereto).
Indemnification for Breach of Representations and Warranties. RegeneRx shall defend, indemnify and hold harmless Defiante and its agents, employees, officers, directors from and against any and all losses or damages caused by a breach of any of the warranties and representations set forth in Section 8.1 hereof, subject to Section 8.2, within the limits of liability herein. Defiante shall defend, indemnify and hold harmless RegeneRx and its agents, employees, officers, directors from and against any and all losses or damages caused by a breach of any of the warranties and representations set forth in Section 8.3 hereof, within the limits of liability herein.
Indemnification for Breach of Representations and Warranties. Each Shareholder agrees to indemnify, defend, and hold harmless the other Shareholder and its Affiliates and their respective officers, directors and employees from and against any debts, liabilities, obligations, judgments, claims, losses, damages or deficiency (including interest, penalties, and reasonable attorneys’ fees) arising out of or resulting from any breach of any representation and warranty given or made by such Shareholder in this Shareholders’ Agreement or in any certificate delivered under this Shareholders’ Agreement or the noncompliance with or nonperformance of any agreement, obligation or covenant of such Shareholder under this Shareholders’ Agreement.
Indemnification for Breach of Representations and Warranties. In the event of a material breach of any of the representations and warranties under this Section V, the party harmed by such breach shall be indemnified and held harmless by the party giving the representations or warranties from and against all claims, costs, attorneys’ fees and other expenses brought against or incurred by said harmed party as a consequence of such breach. If any party becomes aware that it is in breach of paragraph 5.1 (b) or (c) or 5.2 (b) or (c) that is not material to the licenses and other rights granted under this Agreement (e.g. failure to perfect title in or an assignment of a patent that is not relevant to any Existing Feature of the products of the licensed party), the party making the representation or warranty causing said technical breach shall promptly cure said breach. A party that becomes aware of such a non-material breach by the other shall give notice in accordance with paragraph 8.2 and a reasonable opportunity to cure before initiating dispute resolution under Section VII of this Agreement. Any demand for indemnification under this paragraph 5.3 shall be subject to the provisions of Section VII (Future Dispute Resolution) of this Agreement.
Indemnification for Breach of Representations and Warranties. In the event of a material breach of any of the representations and warranties under this Article V, the Party harmed by such breach (“Indemnitee”) shall be indemnified and held harmless by the Party giving the representations or warranties (“Indemnitor”) from and against all Third Party claims and related costs, attorneys’ fees and other expenses brought against or incurred by said harmed Party as a consequence of such breach. If any Party becomes aware that it is in breach of Section 5.1 (b) or (c) or Section 5.2 (b) or (c) that is not material to the licenses and other rights granted under this Agreement, the Party making the representation or warranty causing said technical breach shall promptly cure said breach. A Party that becomes aware of such a non-material breach by the other shall give notice in accordance with Section 8.2 and a reasonable opportunity to cure before initiating dispute resolution under Article VII of this Agreement. Any demand for indemnification under this Section 5.3 shall be subject to the provisions of Article VII (Future Dispute Resolution) of this Agreement. The Indemnitee shall only be entitled to such indemnification if: (i) the Indemnitee has, at its own expense, promptly given the Indemnitor written notice of such Third Party claim, such prompt notice not to exceed ninety (90) days after receipt of such a Third Party claim or the date on which the Indemnitee knew or should have reasonably known that such claim for indemnification under this section 5.3 existed; and (ii) the Indemnitor has been promptly granted the right to take control of the settlement and defense of such claims with counsel reasonably acceptable to the Indemnitee. The Indemnitee shall at all times reasonably cooperate in the settlement and defense of such Third Party claims and shall make available all records, materials and other relevant matter reasonably requested by the Indemnitor in connection with such claims. No Party shall have the right to settle any Third Party claims in a manner that materially diminishes the rights or interests of the other without that other Party’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitor shall not be liable for any settlement made without its prior written consent.
Indemnification for Breach of Representations and Warranties. SPIL shall defend, indemnify and hold harmless Sigma-Tau and its agents, employees, officers, directors and Affiliates from and against any and all losses or damages caused by a breach of any of the warranties and representations set forth in Section 9.1 hereof. Sigma-Tau shall defend, indemnify and hold harmless SPIL and its agents, employees, officers, directors and Affiliates from and against any and all losses or damages caused by a breach of any of the warranties and representations set forth in Section 9.3 hereof.
Indemnification for Breach of Representations and Warranties. 16 10.1 Indemnification....................................................................................16 10.2
Indemnification for Breach of Representations and Warranties. Guarantors and Noteholder Participants, severally and not jointly, agree to indemnify and hold harmless the Borrower from any damage, loss, liability, claim or expense resulting from or arising out of the inaccuracy or alleged inaccuracy of any of the representations or warranties of such Guarantor or Noteholder Participant contained in this Agreement.
Indemnification for Breach of Representations and Warranties. Each Party hereby agrees to save, defend and hold the other Party and its directors, officers, agents and employees (each an “Indemnitee”) harmless from and against any and all liabilities, damages, costs, expenses and/or losses, including reasonable legal expenses and attorneys’ fees (collectively “Losses”) resulting from a claim, suit or proceeding made or brought by a Third Party against an Indemnitee, arising from or occurring directly or indirectly as a result of the breach of any representation or warranty made by such Party hereunder.
Indemnification for Breach of Representations and Warranties
