Indemnification of Consultant. Client shall indemnify, defend and hold Consultant harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel's fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Consultant incurs as a result of having performed services on behalf of Client.
Indemnification of Consultant. In addition to the specific indemnification contemplated under Section 7.3 below, the Company agrees to indemnify and hold harmless the Consultant from and against any and all losses, claims, damages, liabilities, judgments, charges and expenses (including all legal or other expenses reasonably incurred by the Consultant) in connection with investigating or defending against or providing evidence in any litigation, whether commenced or threatened, in connection with any claim, action or proceeding to which the Consultant becomes subject, whether or not resulting in any liability, caused by, or arising out of any Services by the Consultant under this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability is found to have resulted from the Consultant’s negligence, bad faith, fraud or misconduct..
Indemnification of Consultant. The Companies hereby agree to indemnify and hold harmless the Consultant and its present and future officers, directors, affiliates, employees and agents ("INDEMNIFIED Parties") to the fullest extent permitted by law. The Companies further agree to reimburse the Indemnified Parties on a monthly basis for any cost of defending any action or investigation (including attorneys' fees and expenses), subject to an undertaking from such Indemnified Party to repay the Companies if such party is determined not to be entitled to such indemnity.
Indemnification of Consultant. The Company hereby agrees to indemnify and hold harmless the Consultant and its present and future officers, directors, affiliates, employees and agents ("Indemnified Parties") to the fullest extent permitted by law. The Company further agrees to reimburse the Indemnified Parties on a monthly basis for any cost of defending any action or investigation (including attorneys' fees and expenses), subject to an undertaking from such Indemnified Party to repay the Company if such party is determined not to be entitled to such indemnity.
Indemnification of Consultant. A. The Company agrees to indemnify and hold harmless Consultant from and in respect of any and all claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by Consultant) as and when incurred arising out of, in connection with or based upon Consultant's performance of any of its duties under this Agreement.
B. Consultant shall give the Company prompt notice of any claim asserted or threatened against Consultant on the basis of which Consultant intends to seek indemnification from the Company as herein permitted; however, the obligations of the Company under this Section 5 shall not be conditioned upon receipt of such notice.
C. Expenses incurred by Consultant in connection with any action, suit, proceeding, or appeal thereof, described in Section 5(a) above, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within 20 day following receipt of a notice from Consultant specifying the amount of such expenses actually incurred by Consultant in connection with such action, suit, or proceeding.
D. The indemnification agreement provided for in this Section 5 shall survive the termination of this Agreement.
E. Notwithstanding any other provision of this Section 5 to the contrary, the Company shall not be liable to indemnify Consultant in connection with any claim against Consultant (i) if a court of competent jurisdiction has rendered a final decision that indemnification relating to the claim would be unlawful; (ii) if a final decision by a court of competent jurisdiction shall adjudge the conduct of Consultant to have been taken not in good faith or not in a manner reasonably believed to be in or not opposed to the best interests of the Company; and (iii) if the claim is based upon Consultant deriving an unlawful benefit and a court of competent jurisdiction adjudges that such benefit was unlawful in a final decision.
Indemnification of Consultant. Consultant shall be entitled to be indemnified by the Company, to the fullest extent permitted by applicable law and the organizational documents of the Company, against any losses, damages, liabilities, claims, actions, judgments, costs and expenses (including without limitation, attorneys’ fees and expenses) that may be incurred by him in the course of, or in connection with, the performance of his duties hereunder.
Indemnification of Consultant. Company agrees to indemnify and hold harmless Consultant and its officers and employees from and against all losses, claims, damages, liabilities, judgments, costs and expenses, including attorneys’ fees and other legal expenses in connection with defending Consultant in any litigation, whether commenced or threatened, in connection with any claim, action or proceeding to which Consultant becomes subject, whether or not resulting in any liability, caused by, arising out of any Services provided the Company by the Consultant under this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, or liability is found to have resulted from the negligence, bad faith, fraud or misconduct of Consultant or Consultant’s assistants, employees, contractors or agents.
Indemnification of Consultant. Company shall indemnify and hold harmless each of Consultant and its affiliates, and the successors and assigns of any of the foregoing (the “Consultant Indemnitees “), from and against any and all losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable attorneys’ fees and other expenses of litigation) (“Losses”) from any claims, actions, suits or proceedings brought by a third party (a “Third Party Claim”) incurred by any Consultant Indemnitee, arising from, or occurring as a result of (a) gross negligence or willful misconduct of Company and its Affiliates and (b) the research, development and regulatory activities relating to the exendin product conducted by or on behalf of Company in connection with the performance of the Services in accordance with this Agreement; except to the extent such Third Party Claims fall within the scope of the indemnification obligations of Consultant set forth in Section 7.2.
Indemnification of Consultant. Company will defend, indemnify and hold Consultant harmless to the fullest extent permitted by its Certificate of Incorporation, Bylaws and applicable law, as the same exists or may hereafter be amended, against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in any settlement approved in advance by the Company, such approval not to be unreasonably withheld) (collectively, “Indemnifiable Expenses”) actually reasonably incurred or suffered by Consultant in connection with any present or future threatened, pending or contemplated investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, “Indemnifiable Litigation”), to which Consultant is or was a party, is threatened to be made a party, or is otherwise involved by reason of the fact that Consultant performed Services under this Agreement or otherwise acted as an agent of the Company, or of any subsidiary or division, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
Indemnification of Consultant. During the term of this Agreement, Consultant shall be a “Covered Person” as that term is defined in Article Six of the Company’s Bylaws, and Company shall indemnify and hold harmless Consultant to the fullest extent as set forth therein. In addition, Consultant shall be a named insured under the Company’s Directors and Officers insurance policy and shall be insured to the fullest extent set forth therein.
