Indemnification of XXXXXX-XXXXXXX Sample Clauses

Indemnification of XXXXXX-XXXXXXX. The Company agrees to indemnify and hold harmless Xxxxxx Xxxxxxx, each person, if any, who controls Xxxxxx Xxxxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act and each affiliate of Xxxxxx Xxxxxxx within the meaning of Rule 405 (“Xxxxxx Xxxxxxx Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) that arise out of, or are based upon, the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of the Xxxxxx Xxxxxxx Entities.
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Indemnification of XXXXXX-XXXXXXX. PFIZER shall indemnify XXXXXX-XXXXXXX in accordance with Section 4.04 of the International Collaboration Agreement.
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Indemnification of XXXXXX-XXXXXXX. (a) PFIZER shall indemnify, defend and hold XXXXXX-XXXXXXX PARTIES (as hereinafter defined) harmless from and against any and all Losses incurred, suffered or sustained by XXXXXX-XXXXXXX PARTIES or to which XXXXXX-XXXXXXX PARTIES become subject, arising out of or resulting from: (i) any third party claims, actions, suits, proceedings, liabilities or obligations arising from (a) any misrepresentation or breach of any representation, warranty or agreement made by PFIZER in the International Agreements, (b) any act or omission of negligence, recklessness or willful misconduct of PFIZER or (c) PFIZER's Packaging pursuant to the International License Agreement; and (ii) any claim for indemnification by XXXXXX-XXXXXXX which is wrongfully disputed by PFIZER. For purposes of this Section 4.04 XXXXXX-XXXXXXX PARTIES means XXXXXX-XXXXXXX and its Affiliates and their respective agents, directors, officers and employees. (b) The indemnity in Section 4.04(a) shall not apply to the extent that any Loss is primarily the result of any breach of the International Agreements by XXXXXX-XXXXXXX or of any act or omission of negligence, recklessness or willful misconduct of XXXXXX-XXXXXXX PARTIES.
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Indemnification of XXXXXX-XXXXXXX. Hampshire shall indemnify and hold harmless Xxxxxx Xxxxxxx to the full extent permissible under Delaware law and Hampshire’s Certificate of Incorporation and Bylaws (each as amended to date) and consistent with the indemnification agreements between Hampshire and certain Hampshire directors dated as of January 4, 2007 against all Claims or threatened Claims alleging misconduct by him as an officer, employee or director of Hampshire or any of its subsidiaries. If such a Claim or threatened Claim is brought against Xxxxxx Xxxxxxx as provided in this Section 3.3, Xxxxxx Xxxxxxx will promptly notify Hampshire, and Xxxxxx Xxxxxxx and Hampshire will promptly execute an Undertaking Agreement with respect to such claim or threatened claim in substantially the form of Exhibit A hereto providing for advancement of reasonable expenses to Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx’x undertaking to reimburse Hampshire therefore in certain circumstances. Notwithstanding the foregoing, Hampshire shall not be under any obligation to indemnify or hold harmless Xxxxxx Xxxxxxx with respect to any Claim or threatened Claim asserted against him by the SEC or The United States Department of Justice with respect to any such claim or threatened claim by any other federal, national, state, provincial, departmental, local, foreign or similar government, governmental, regulatory or administrative authority, branch, agency or commission or any court, tribunal or judicial body.
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Indemnification of XXXXXX-XXXXXXX. (a) PFIZER shall indemnify, defend and hold XXXXXX-XXXXXXX PARTIES (as hereinafter defined) harmless from and against any and all Losses incurred, suffered or sustained by XXXXXX-XXXXXXX PARTIES or to which XXXXXX-XXXXXXX PARTIES become subject, arising out of or resulting from: (i) any third party claims, actions, suits, proceedings, liabilities or obligations arising from (a) any misrepresentation or breach of any representation, warranty or agreement made by PFIZER in this Agreement or (b) any act or omission of negligence, recklessness or willful misconduct of PFIZER (including, without limitation, any violation of the FD&C Act); and (ii) any claim for indemnification by XXXXXX-XXXXXXX which is wrongfully disputed by PFIZER. For purposes of this Section 11.04 XXXXXX-XXXXXXX PARTIES means XXXXXX-XXXXXXX and its Affiliates and their respective agents, directors, officers and employees. (b) The indemnity in Section 11.04(a) shall not apply to the extent that any Loss is primarily the result of any breach of this Agreement by XXXXXX-XXXXXXX or of any act or omission of negligence, recklessness or willful misconduct of XXXXXX-XXXXXXX PARTIES.
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Related to Indemnification of XXXXXX-XXXXXXX

  • SOMEC XXXXX XXXXX XXXXX XXXXX XXXXX UNBUNDLED LOCAL SWITCHING, PORT USAGE End Office Switching (Port Usage) End Office Switching Function, Per MOU 0.0010519 End Office Trunk Port - Shared, Per MOU 0.0002136 Tandem Switching (Port Usage) (Local or Access Tandem) Tandem Switching Function Per MOU 0.0001634 Tandem Trunk Port - Shared, Per MOU 0.0002863 Tandem Switching Function Per MOU (Melded) 0.00004951 Tandem Trunk Port - Shared, Per MOU (Melded) 0.000086749 Melded Factor: 30.30% of the Tandem Rate Common Transport Common Transport - Per Mile, Per MOU 0.0000045 Common Transport - Facilities Termination Per MOU 0.0004095

  • XX XXXXXXX XXXXXXX the parties hereof have caused this Agreement to be executed in duplicate on the day and year first above written.

  • Xxxxxx Xxxxxx Xxxx Xx Day, 3rd Monday in January;

  • XXX XXXXXXX Xxx The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

  • Xx Xxxxxx No waiver or modification of this Agreement or any of its terms is valid or enforceable unless reduced to writing and signed by the party who is alleged to have waived its rights or to have agreed to a modification.

  • Xxx Xxxxxxx If the Parties do not agree on an Adjudicator the Adjudicator will be appointed by the Arbitration Foundation of Southern Africa (AFSA).

  • Xxx Xxxxxx If the Customer requests any on-site or on-site maintenance service (except for any error/problem caused by the Company’s system, equipment/accessories), the Company shall charge a service fee of HK$400 or such amount as determined by the Company at its sole discretion.

  • Xxxx-Xxxxx-Xxxxxx Notwithstanding any other provision in this Agreement, in the event the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Member.

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • Xxx Xxxxxxxx I certify that I am a legal United States citizen, or possess legal residency, or visitor status to be in the United States, and that I shall provide proof of said legal status if requested prior to or during any American Legion national-level ALB participation. I further understand that I shall be denied participation in any American Legion national-level youth programs if I refuse to comply with providing proof of said legal status, or are not legally in the United States. Player’s signature Player’s printed name Date I am a parent with legal custody or legal guardian of the above player and hereby consent and agree to the foregoing terms and provisions on the above player’s behalf. Parent’s or legal guardian’s signature Parent's or legal guardian's printed name Player’s name (first, middle, last) Parent’s home address (street address, city, state, ZIP) Parent’s telephone number Emergency contact person & phone number Medical Insurance Policy # Family physician & phone number High school attended Year of graduation School enrollment (grades 10, 11, 12) Player’s email address Player’s Birth Date (Month/Year) Primary position Player’s height Player’s weight

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