Indemnification of Third Party Claims. The obligations and liabilities of any party to indemnify any other under this Article 6 with respect to Claims relating to third parties shall be subject to the following terms and conditions:
Indemnification of Third Party Claims. The following provisions shall apply to any Claim subject to indemnification which is (i) a suit, action or arbitration proceeding filed or instituted by any third party, or (ii) any other form of proceeding or assessment instituted by any Government Entity:
Indemnification of Third Party Claims. The indemnification obligations and liabilities under this Article VII with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought against Parent by a Person other than the Company (a "Third Party Claim") shall be subject to the following terms and conditions:
Indemnification of Third Party Claims. Except as provided in Section 6.05 and subject to any contrary provision in any Ancillary Agreement, each Party shall indemnify, defend and hold harmless the other Party, each other member of such other Party’s Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Transaction Indemnitees”), from and against any Liabilities of the Transaction Indemnitees relating to, arising out of or resulting from any Third Party Claim as to which such Transaction Indemnitees are entitled to indemnification under this Agreement, including any Third Party Claim relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact contained in any Specified Document or any omission or alleged omission to state a material fact in any Specified Document required to be stated therein or necessary to make the statements therein not misleading (any such Third Party Claim, a “Transaction Third Party Claim”).
Indemnification of Third Party Claims. The indemnification obligations and liabilities under this Section 6.3 with respect to Actions brought against a Parent Indemnified Party or a Company Indemnified Party (each in such capacity, an “Indemnitee”) by a Person other than a Party hereto (a “Third Party Claim”) shall be subject to the following terms and conditions (for purposes of this Agreement, (x) the “Indemnified
Indemnification of Third Party Claims. The obligations and liabilities of any party to indemnify any other under this Article 10 with respect to claims relating to third parties ("Claims") shall be subject to the following terms and conditions:
Indemnification of Third Party Claims. The obligations and liabilities of any party to indemnify any other under this Section 13 with respect to Claims relating to third parties shall be subject to the following terms and conditions: Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought (the “Indemnifying Party”) written notice of any such Claim, and the Indemnifying Party shall have the right to undertake the defense thereof, at the expense of the Indemnifying Party, by representatives and counsel selected by the Indemnifying Party but reasonably acceptable to the Indemnified Party. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Section 13, except to the extent the Indemnifying Party is prejudiced thereby. Each party shall make available to the other party or its representatives all records and other materials required by them and in the possession or under the control of such party, for the use of the other party in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. If the Indemnifying party fails to defend the same within a reasonable time, the Indemnified party shall be entitled to assume defense thereof, and the Indemnifying party shall be liable to such Indemnified party for its expenses reasonably incurred, including attorneys' fees, and settlement payments.
Indemnification of Third Party Claims. 44 12.4. Payment....................................................... 45 12.5.
Indemnification of Third Party Claims. The indemnification obligations and liabilities under this Section 1 with respect to Actions brought against a Secure Indemnified Party or a Company Indemnified Party (each in such capacity, an “ Indemnitee ”) by a Person other than a Party hereto (a “ Third Party Claim ”) shall be subject to the following terms and conditions (for purposes of this Agreement, the “ Indemnified Representative ” means Secure, with respect to an indemnification claim by a Secure Indemnified Party, and the Member Representative, with respect to an indemnification claim by a Company Indemnified Party, and the “ Indemnifying Representative ” means the Member Representative, with respect to an indemnification claim by a Secure Indemnified Party, and Secure, with respect to an indemnification claim by a Company Indemnified Party):
Indemnification of Third Party Claims. 18.2.1 Subject to the limitations set forth in Section 18.2.4 below and except to the extent of any indemnification obligation by Sophiris pursuant to Section 18.2.2 below, BI RCV will defend, indemnify and hold harmless Sophiris and its Affiliates (and their respective officers, directors, employees, representatives, and their respective successors and assigns), for any and all liability from any and all losses, damages, liabilities, costs and expenses such as, but not limited to, reasonable attorneys’ fees and experts’ fees) (“Losses”) (including Sophiris’ own Losses and those under third-party claims) to the extent arising out of any act or omission in Fault (“Breach”) of BI RCV, its subcontractors, or their respective employees:
