Indemnification of Xxxxx. The Shareholder agrees to indemnify Xxxxx against any loss, damage, or expense (including reasonable attorney fees) suffered by Xxxxx from (1) any breach by the Shareholder of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by the Shareholder herein, provided, however, that (a) Xxxxx shall be entitled to assert rights of indemnification hereunder only if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Xxxxx shall give notice of any claims hereunder within twenty-four months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Xxxxx to the extent of insurance proceeds paid to, or tax benefits realizable by, Xxxxx or PSS as a result of the event giving rise to such right to indemnification.
Indemnification of Xxxxx. Licensee hereby agrees to indemnify, defend, and hold Xxxxx harmless from and against any and all liabilities, losses, costs, expense, damages, and deficiencies, including, without limitation, court costs and reasonable attorney fees, which directly or indirectly arise out of, result from or relate to (i) the operations of Licensee, any and all accounts payable of Licensee, and any and all taxes levied or incurred, whether payable to a federal, state, local or other governmental authority; (ii) any breach by Licensee of any of its representations, warranties, or covenants contained in this Agreement; (iii) all claims, actions or legal proceedings by a third party relating to the Agreement or Licensee’s use of the Software or the results thereof, including proceedings related to collection and enforcement; (iv) any customer data provided by Licensee to Drake or any harmful software transmitted by Licensee or on behalf of Licensee; and (v) unauthorized access to Taxpayer Data attributable to the acts or inaction or omissions of Licensee. The obligations set forth in this Section 15 shall survive the termination or expiration of this Agreement.
Indemnification of Xxxxx. Brookfield shall indemnify and hold Xxxxx, its affiliates and their respective officers, directors, employees and agents harmless from all liabilities relating to or arising from the gross negligence or willful misconduct of Brookfield (other than acts or omissions of Seconded Employees) with respect to Seconded Employees during their secondment. The maximum amount of the aggregate liability of Brookfield under this Section 3.2 will be equal to the amounts paid in respect of Services pursuant to this Agreement.
Indemnification of Xxxxx. XX shall indemnify each of Taiho and its Affiliates and the directors, officers, and employees of Taiho and such Affiliates and the successors and assigns of any of the foregoing (the “Taiho Indemnitees”), and hold each Taiho Indemnitee harmless from and against any and all liabilities, damages, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other expenses of litigation) incurred by any Taiho Indemnitee arising from or occurring as a result of any claim, action, suit, or other proceeding brought by third parties against a Taiho Indemnitee arising from or occurring as a result of product liability claims relating to any Products used, sold or otherwise distributed, or the conduct of clinical trials, by MG, its Affiliates or Sublicensees, or by the supply by MG to Taiho of Compounds or Products that fail to comply with applicable specifications, except to the extent such claim is caused by the gross negligence or willful misconduct of Taiho.
Indemnification of Xxxxx. Elevation shall indemnify, defend and hold harmless Xxxxx and its agents, officers, directors, employees, successors and assigns (collectively, the “Xxxxx Indemnitees”) from and against any and all losses, liabilities, damages, penalties, injuries, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), of whatsoever kind and nature in connection with claims, actions and suits brought by third parties against the Xxxxx Indemnitees to the extent arising out of or relating to (a) material breach by Elevation of this Agreement; or (b) Elevation Indemnitees’ (as defined below) negligence, recklessness, willful misconduct or violation of any applicable law in performing obligations under this Agreement.
Indemnification of Xxxxx. To the fullest extent allowed by law, the Company and any successor organization, shall release and hold harmless and indemnify Xxxxx, his executors, or administrators, during and thereafter (i) for any acts or decisions made while performing services for the Company, (ii) against any and all judgments, penalties, fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by Xxxxx in connection with any threatened, actual or completed action, suit or proceeding, whether civil, criminal, arbitral, administrative or investigative, or any appeal in such action, suit or proceeding, to which Xxxxx was, is or is threatened to be made a named defendant or respondent, because such person was an employee/officer of the Company, or was serving at the request of the Company as an officer, trustee, employee, agent or similar functionary of another corporation, partnership, trust, employee benefit plan or other enterprise. The Company herby affirms, that actions performed by Xxxxx, while performing services for the Company, were done at the direction or knowledge of the Board of Directors and or Chief Executive Officer. This indemnification provision excludes indemnification for (i) willful misconduct, (ii) gross negligence or (iii) fraud that Xxxxx knowingly or willingly committed.
Indemnification of Xxxxx. Guest agrees to hold harmless, defend and indemnify Xxxxx and its officers, directors, employees, and independent contractors from any and all claims, proceedings, liabilities, losses, costs, damages and expenses, including, but not limited to, reasonable attorneys’ fees and costs (including on appellate matters), arising from or out of, directly or indirectly, from Guest’s actions or the actions of any minor children participating in the Golf Activities with Guest relating to the Golf Activities, but not to the extent such liabilities, losses, costs, damages, or expenses arise from the gross negligence or willful misconduct of Xxxxx or its officers, directors, employees, or independent contractors.
Indemnification of Xxxxx. Customer agrees to indemnify, defend, and hold harmless Xxxxx for any liability arising out of Customer’s use of electricity and/or natural gas supplied by Xxxxx, including, but not limited to, accidents caused by faulty equipment at Customer’s premises.
Indemnification of Xxxxx. Licensee hereby agrees to indemnify, defend, and hold Xxxxx harmless from and against any and all liabilities, losses, costs, expenses, damages, and deficiencies, including, without limitation, court costs and reasonable attorney fees, which directly or indirectly arise out of, result from or relate to (i) the operations of Licensee, any and all accounts payable of Licensee, and any and all taxes levied or incurred, whether payable to a federal, state, local or other governmental authority; (ii) any breach by Licensee of any of its representations, warranties, or covenants contained in this Agreement; (iii) all claims, actions or legal proceedings by a third party relating to the Agreement or Licensee’s use of the Software or the results thereof, including proceedings related to collection and enforcement;
Indemnification of Xxxxx. CYCLO3PSS shall indemnify XXXXX to the full extent permitted by law against all expenses, attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by XXXXX in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, incurred by XXXXX in connection with any act or omission by XXXXX occasioned under this agreement, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of CYCLO3PSS and provided, with respect to any criminal action, that he did not have reasonable cause to believe his conduct was unlawful.
