Indemnification of QIAGEN by XXXXXX Sample Clauses

Indemnification of QIAGEN by XXXXXX. XXXXXX shall indemnify, defend and hold harmless QIAGEN and their respective directors, officers, employees, and agents and their respective successors, heirs and assigns (collectively, the “QIAGEN Indemnitees”), against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the QIAGEN Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments of Third Parties (except in cases where such claims, suits, actions, demands or judgments result from a material breach of this Agreement, gross negligence or willful misconduct on the part of QIAGEN), arising out of any actions of XXXXXX in the performance of the Research Program, the use by the Joint Venture of the BECTON Background Technology or the development, testing, production, manufacture, promotion, import, sale or use by any person of any Combined Product which is manufactured or sold by BECTON or by a licensee, sublicensee, distributor or agent of BECTON. XXXXXX shall also indemnify and hold harmless QIAGEN, its officers and employees against all claims of QIAGEN inventors of Patent Rights licensed to BECTON hereunder that are entitled under the Arbeitnehmererfindungsrecht to receive royalty payments relating to XXXXXX’x, or its successors’, heirs’, affiliates’, assignees’, agents’, distributors’ or the likes’, commercial use of such Patent Rights.
Sample 1
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Related to Indemnification of QIAGEN by XXXXXX

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • NOW, THEREFORE the parties hereto agree as follows:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

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