Indemnification of Xxxxxxx. Dermira, its Affiliates and Sublicensees shall indemnify Xxxxxxx and its Affiliates, and other related indemnified persons as set out in the Xxxxxxx Side Letter.
Indemnification of Xxxxxxx. Subject to the terms of this Article 6, from and after the Closing Date, Stratus shall indemnify, defend, save and hold harmless Xxxxxxx and its Affiliates and each of their respective officers, managers, members, employees, agents, representatives, successors and assigns (collectively, the “Xxxxxxx Indemnified Parties”), from and against any and all:
(a) Losses resulting from or arising out of any breach by Stratus of any representation or warranty of Stratus in this Agreement; and
(b) Losses resulting from or arising out of the failure by Stratus to perform any of its covenants or agreements contained in this Agreement.
Indemnification of Xxxxxxx. Fidelity shall indemnify Xxxxxxx and shall advance reimbursable expenses incurred by Xxxxxxx in any proceeding against Xxxxxxx, including a proceeding brought in the right of Fidelity, as a director or officer of Fidelity or any subsidiary thereof, except claims and proceedings brought directly by Fidelity against Xxxxxxx, to the fullest extent permitted under the Articles of Incorporation and By-Laws of Fidelity and the Georgia Business Corporation Code, as amended from time to time. Such indemnities and advances shall be paid to Xxxxxxx on the next normal payroll payment date after Xxxxxxx’x rights to such amounts are no longer in dispute.
Indemnification of Xxxxxxx. Xxxxxxx shall indemnify Forest, its Affiliates and its and their respective directors, officers, employees, and agents (the “Forest Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) to the extent arising or occurring as a result of Xxxxxxx’x performance of the Development Program, except for those Losses for which Forest has an obligation to indemnify any Xxxxxxx Indemnitee pursuant to Section 8.1.2, as to which Losses each Party shall indemnify each of the Xxxxxxx Indemnitees or Forest Indemnitees, as applicable, to the extent of its respective liability for such Losses relative to the other Party.
Indemnification of Xxxxxxx. Forest shall indemnify Xxxxxxx, its Affiliates and its and their respective directors, officers, employees, and agents (the “Xxxxxxx Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) to the extent arising from or occurring as a result of:
Indemnification of Xxxxxxx. EXACT will save, defend, indemnify and hold harmless XXXXXXX and its Affiliates, and the officers, directors and employees of any of them ("XXXXXXX INDEMNITEES") from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys' fees, ("LOSSES") to which any of them may become subject as a result of any claim, demand, action or proceeding by any Third Party to the extent such Losses arise out of (i) the research, development, manufacture, production, supply, promotion, import, sale or use by EXACT or its sublicensees, contractors or customers of any products or services, (ii) the conduct of any research and development by EXACT or its sublicensees, including, without limitation, clinical trials, conducted with respect to the products, processes or services licensed under this Agreement, or (iii) a breach by EXACT of any of its representations and warranties contained in this agreement, except to the extent such Losses result from the gross negligence or willful misconduct of Xxxxxxx Indemnitees or the breach of this Agreement by XXXXXXX. If XXXXXXX seeks indemnification hereunder, it will inform EXACT of the claim as soon as reasonably practicable after it receives notice of the claim, will permit EXACT to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and will cooperate as requested (at the expense of EXACT) in the defense of the claim.
Indemnification of Xxxxxxx. Xx the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them may become subject under the Securities Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or controlling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder, expressly for use therein; provided, however, that such Holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder of Registrable Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and such Holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employme...
Indemnification of Xxxxxxx. Senetek shall defend, indemnify, and hold harmless Xxxxxxx, its officers, agents, employees and affiliated companies from any Claims arising out of or related to a breach or alleged breach of any representation, warranty or covenant made by Senetek herein, or Senetek's or its contract manufacturers' manufacture or handling of the Product to the point of delivery to Xxxxxxx, except insofar as such Claims are related to or arise from any Claim for which Xxxxxxx indemnifies Senetek under clause 12.
Indemnification of Xxxxxxx. Xxxxxxx Retail and the -------------------------------------------------- Company by Xxxxxx...................................................... 38 ----------------- 7.2 Indemnification of Xxxxxx and the Company by -------------------------------------------- Xxxxxxx and Xxxxxxx Retail............................................. 38 -------------------------- 7.3 Indemnification of Xxxxxx by the Company............................... 39 ---------------------------------------- 7.4 Indemnification Procedures............................................. 39 -------------------------- ii
Indemnification of Xxxxxxx. Xxxxxxx Retail and the Company by ------------------------------------------------------------- Xxxxxx. Xxxxxx shall indemnify and hold Xxxxxxx, Xxxxxxx Retail, the Company and ------ their respective Affiliates, members, directors, officers, employees and agents harmless from any and all liabilities, obligations, claims, contingencies, damages, costs and expenses, including all court costs and reasonable attorneys' fees (collectively, "Indemnified Losses") that any of the foregoing may suffer ------------------ or incur as a result of or relating to: (a) the inaccuracy of any of the representations and warranties made by Xxxxxx in this Agreement; (b) the breach of any of the covenants and agreements made by Xxxxxx in this Agreement; (c) the failure of Xxxxxx, its officers or employees to comply with any Employment Laws (other than a failure to comply with any actual or alleged severance pay program, practice or plan, except to the extent specifically provided in clause (d) below) with respect to (i) a Former Xxxxxx Employee at any time during the period that such individual is an employee of Xxxxxx, or (ii) a Former Xxxxxx Employee while such Former Xxxxxx Employee is providing services to Xxxxxx under the direction and control of Xxxxxx pursuant to the Transitional Services Agreement, in each case including, without limitation, any Indemnified Losses arising under any theory of joint employer status, alter ego or successor ----- --- employer status; and (d) with respect only to the 23 Former Xxxxxx Employees of Xxxxxx previously identified by Xxxxxx and Xxxxxxx, the failure of Xxxxxx to comply with any actual or alleged severance pay program, practice or plan of Xxxxxx; provided, however, that Xxxxxx shall not be required by virtue of this -------- ------- Section
7.1 to indemnify any officer or employee of the Company who is a Former ----------- Xxxxxx Employee with respect to any matter specified in clauses (c) and (d) hereof.
