Indemnification Obligations of the Parties Sample Clauses

Indemnification Obligations of the Parties. (a) Each Party shall indemnify, defend and hold harmless the other Party and its Affiliates from and against any and all losses, costs, expenses, liabilities, claims, actions, damages, personal injury, or loss of life, including without limitation, reasonable attorney's fees (collectively, "Losses"), arising directly from such Party's (i) negligent acts or omissions or willful misconduct, (ii) any breach of any representation or warranty provided by such Party to the other Party hereunder, and/or (iii) any violation of the terms of this Agreement. (b) NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ASSUME LIABILITY TO A LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF ENTERPRISE, AND LOSS OF OPPORTUNITY), REGARDLESS OF WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification Obligations of the Parties. Cytori shall indemnify, defend, and hold Olympus and Olympus’ Affiliates, successors, and assigns (each an “Indemnified Party”) harmless from and against, and pay or reimburse each of them for and with respect to, all damages, losses, liabilities, claims, demands, costs, and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by such Indemnified Party, resulting from third party claims, and relating to, arising out of or resulting from, any use of the Products outside of the European Union.

Indemnification Obligations of the Parties. The Department. Subject to the New Jersey Tort Claims Act, N.J.

Indemnification Obligations of the Parties. (a) Each party shall indemnify, defend and hold harmless the other party and its Affiliates from and against any and all losses, costs, expenses, liabilities, claims, actions, damages, personal injury, or loss of life, including without limitation, reasonable attorney's fees (collectively, "Losses"), arising directly from such party's (i) grossly negligent acts or omissions or willful misconduct; and/or (ii) breach of this Agreement. (b) ELITE and PLIVA shall jointly defend any and all claims, actions and proceedings brought by any third party relating to the Product. PLIVA and ELITE shall be jointly responsible for the cost and expenses of defense, including without limitation damages, awards and settlement costs, except for Losses for which one party is entitled to indemnification from the other party under Section 7.3 (a) above. ELITE and PLIVA shall jointly select counsel for any such claim, action or proceeding. Neither party may settle or consent to judgment in any such action without the other party's consent if such settlement or judgment would impose any obligation, financial or otherwise, on the non-settling party that would not be fully covered by the settling party's indemnification under this Agreement.

Indemnification Obligations of the Parties. Each Party (as the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party or Parties and its Affiliates, and each of their respective Representatives and each of the heirs, personal representatives, successors and assigns of any of the foregoing (the “Indemnified Parties”) from, against, and in respect of, any and all Claims, liabilities, obligations, damages, losses, costs, expenses, charges, assessments, interest, penalties, fines and judgments (at equity or at law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to: 12.1.1 any breach or inaccuracy of any representation or warranty made by the Indemnifying Party in this Agreement, the other Transaction Documents or such Party’s Ancillary Documents; and 12.1.2 any breach of any covenant, agreement or undertaking made by such Party in this Agreement, the other Transaction Documents or such Party’s Ancillary Documents; The Claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments of the Indemnified Parties described in this Section12.1 as to which the Indemnified Parties are entitled to indemnification are collectively referred to as the “Indemnified Parties’ Losses.”

Indemnification Obligations of the Parties. Subject to the terms and conditions of this Section 11, each party hereto agrees to indemnify and hold the other party and its officers, directors, and other affiliates (collectively, the "INDEMNIFIED PARTIES") harmless against any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, demands, claims, actions, causes of action, assessments, deficiencies and other charges ("Losses") and expenses (including, without limitation, reasonable legal and other expenses), except as expressly limited by the terms of Section 11.3 or 11.4, resulting from: (a) any breach of any representation or warranty contained in Section 4 or 5 of this Agreement; provided that any claim by an Indemnified Party for indemnification under this paragraph (a) shall be made within the survival period specified in Section 11.1; and provided further, that no party shall be responsible for indemnification with respect to that portion, if any, of Losses resulting from the other party's failure to mitigate damages, pursuant to Section 7.10. (b) any breach of any covenant of the parties contained in this Agreement. For purposes of determining whether a breach of a representation or warranty in this Agreement has occurred for purposes of this Section 11 no effect shall be given to any exception or qualification relating to knowledge, materiality or Material Adverse Effect (other than any such exception or qualification contained in Section 4.10, which shall be given effect as written) or to any item disclosed in Schedules 4.5, 4.6, 4.8, 4.12, 4.22, or 4.23 of the Disclosure Letter, to the extent designated therein as "for informational purposes only" or otherwise indicated as not having an effect on Seller's indemnity obligations.

Indemnification Obligations of the Parties. (i) Subject to the terms and conditions of this Section 7, from and after the Closing, the 6th Wave Stockholders shall, severally and not jointly based on their respective Pro Rata Shares, indemnify Parent, the Surviving Corporation and their respective Affiliates, directors, officers, employees, representatives, successors, transferees and assignees (each a “Parent Indemnified Party”) from and against any Losses actually incurred by such Parent Indemnified Party resulting from: (A) any breach of or inaccuracy in any representation and warranty of 6th Wave set forth in Section 4 as of the date hereof or as of the Closing Date as if made at the Closing Date; (B) any failure by 6th Wave to perform or comply with any covenant or agreement applicable to 6th Wave contained in this Agreement prior to the Closing; (C) any Misrepresentation in any information relating to 6th Wave or its Stockholders provided in writing by 6th Wave to Parent and expressly authorized by 6th Wave for inclusion in the Listing Materials; (D) any Taxes of 6th Wave (A) (1) with respect to all periods ending on or prior to the Closing Date (the “Pre-Closing Periods”) and (2) with respect to any period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”), but only with respect to the portion of such period up to and including the Closing Date (such portion shall be referred to herein as the “Pre-Closing Partial Period” and the portion of such period after the Closing Date shall be referred to herein as the “Post-Closing Partial Period”), or (B) for which the 6th Wave is liable under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise. For purposes of this Section, Taxes required to be apportioned as provided in clause (A) of this subsection shall be apportioned between the Pre-Closing Partial Period and Post-Closing Partial Period of any Straddle Period in accordance with the provisions described in Section 8(b) of this Agreement; (E) claims made by directors or officers of 6th Wave for indemnification under the organizational documents of 6th Wave and any indemnification agreements between 6th Wave and such individuals, for acts or omissions occurring on or prior to the Closing; and (F) any Transaction Expenses of 6th Wave outstanding after the Closing and for which no adjustment was made in the calculation of the Aggregate Stockholder Consideration. (i...

Indemnification Obligations of the Parties. (a) Synthon shall indemnify and hold JDS (including for this purpose its Affiliates, officers, directors and agents) harmless from and against any direct costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses), or damages (collectively, “Damages”) incurred by JDS which arise from (i) the breach by Synthon of any of its representations, covenants, warranties or obligations set forth herein, (ii) the development, registration, manufacture, marketing, sale or distribution of the Product before the Closing (including, without limitation, lawsuits, regulatory or other actions or proceedings, recalls, complaints or other Damages incurred with respect to the Product sold by Synthon prior to the Closing Date) except to the extent such Damages are caused by or arise from the negligence or willful misconduct of JDS or its Affiliates, ***. (b) JDS shall indemnify and hold Synthon (including for this purpose its Affiliates, officers, directors and agents) harmless from and against any Damages incurred by Synthon which arise from (i) the breach by JDS of any of its representations, covenants, warranties or obligations set forth herein, (ii) the development, registration, marketing, sale or distribution of the Product by JDS from and after the Closing, (iii) the manufacture of the Product anywhere in the world to the extent relating to the marketing, sale, offer for sale, distribution or use of the Product in the Territory following the Closing (including, without limitation, lawsuits, regulatory or other actions or proceedings, recalls, complaints or other Damages incurred with respect to the Product sold by JDS from and after the Closing Date or with respect to Product manufactured by JDS following the Closing Date) except to the extent that such Damages were caused by or arise from the negligence or willful misconduct of Synthon or its Affiliates; and (iv) any claim by Relialab respecting the promotion and marketing services provided by JDS pursuant to the Transition Services Agreement during the termination period. (c) The party obligated to provide indemnity pursuant to this Section is hereinafter referred to as the “Indemnifying Party” and the party to be indemnified (together with its Affiliates, officers, directors and agents) is hereinafter referred to as the “Indemnitee.”

Indemnification Obligations of the Parties. (a) Each Party shall indemnify, defend and hold harmless the other Party and its Affiliates from and against any and all losses, costs, expenses, liabilities, claims, actions, damages, personal injury, or loss of life, including without limitation, reasonable attorney's fees (collectively, "LOSSES"), arising directly from such Party's (i) negligent acts or omissions or willful misconduct, (ii) any breach of any representation or warranty provided by such Party to the other Party hereunder, and/or (iii) any violation of the terms of this Agreement.

Indemnification Obligations of the Parties in the Event of A Data Breach 1. Foundation a) Foundation's indemnification obligations under this Section VIII.A.1 of this Agreement shall continue in full force and effect during the Term of this Agreement. b) Foundation shall, at its own expense, indemnify, defend, and hold harmless District from any expense, cost, claim, loss, or liability (collectively, “Loss”) resulting from any Data Breach provided that the Loss arises solely from Foundation's loss or unauthorized access or use of Student Data and does not arise as the result of: (1) any Misuse by District as defined in Section IX.A of this Agreement; (2) any action or inaction by District or any officer, director, employee, affiliate, contractor, or subcontractor of District; or (3) any action or inaction by a System User. c) District shall promptly (and in no event more than ten (10) calendar days after District receives notice of a potential or actual Loss) notify Foundation of such Loss that may give rise to an obligation of Foundation under this Section VIII.A.1. d) Foundation promptly takes reasonable actions, if any, to mitigate the harm caused as a result of the data loss or disclosure.