Indemnification of Xxxxxxxx Sample Clauses

Indemnification of Xxxxxxxx. Informix hereby agrees to indemnify Xxxxxxxx and each of its officers, directors, employees, agents and affiliates and each person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing persons (each a "Xxxxxxxx Indemnified Party") against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees) (a "Proceeding"), that it may incur in connection with any of the transactions contemplated hereby arising out of or based upon: (1) any untrue or alleged untrue statement of a material fact by Informix or any of its affiliates or any person acting on its or their behalf or omission or alleged omission to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading by Informix or any of its affiliates or any person acting on its or their behalf ; (2) any of the representations or warranties made by Informix herein being untrue or incorrect; or (3) any breach or non-performance by Informix of any of its covenants, agreements or obligations under this Agreement; and Informix hereby agrees to reimburse each Xxxxxxxx Indemnified Party for any reasonable legal or other expenses incurred by such Xxxxxxxx Indemnified Party in investigating or defending any such Proceeding; PROVIDED, HOWEVER, that the foregoing indemnity shall not apply to any Proceeding to the extent that it arises out of or is based upon the gross negligence or wilful misconduct of Xxxxxxxx in connection therewith.

Indemnification of Xxxxxxxx. Purchaser shall indemnify and hold harmless Xxxxxxxx from any personal guaranty of any obligation of Purchaser accruing after the Closing Date for which a release is not obtained pursuant to Section 5.1(i), pursuant to an agreement in form and having terms and conditions mutually satisfactory to Xxxxxxxx and Purchaser.

Indemnification of Xxxxxxxx. To the extent permitted by law, the Academy shall indemnify and save and hold Xxxxxxxx and all of its employees, officers, directors, subcontractors and agents harmless against any and all claims, demands, suits or other forms of liability that may arise out of, or by reason of, any noncompliance by the Academy with any agreements, covenants, warranties or undertakings of the Academy contained in or made pursuant to this Agreement, and any misrepresentations or breach of the representations and warranties of the Academy contained in or made pursuant to this Agreement. In addition, the Academy shall reimburse Xxxxxxxx for any and all legal expenses and costs associated with the defense of any such claim, demand or suit.

Indemnification of Xxxxxxxx. Palomar shall indemnify Xxx Xxxxxxxx Xxxxxxx and its Affiliates and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all losses, damages, liabilities, bodily injury, death or property damage, costs and expenses (including reasonable attorneys’ and professionals fees and expenses) in connection with any and all suits, investigations, claims or demands (collectively, “Losses”), but only to the extent based on or arising from a suit, investigation, claim or demand made by a Third Party (a “Third Party Claim”), and arising from or occurring as a result of (a) the Exploitation by Palomar or any of its agents or sublicensees of any Female Product or any other product pursuant to a license granted by Xxxxxxxx to Palomar in this Agreement, or any materials for making or using the same, or any actual or alleged violation of Applicable Law resulting therefrom, (b) a breach by Palomar of this Agreement, or (c) the gross negligence or willful misconduct on the part of Palomar in performing its obligations under this Agreement, except for those Losses for which Xxxxxxxx has an obligation to indemnify Palomar pursuant to Section 11.2, as to which Losses each party shall indemnify the other to the extent of their respective liability for the Losses; provided, however, that Palomar shall not be obligated to indemnify Xxxxxxxx for any Losses that arise as a result of gross negligence or willful misconduct on the part of Xxx Xxxxxxxx Xxxxxxx, its Affiliates and their respective directors, officers, employees and agents. The foregoing indemnification obligation of Palomar shall include, without limitation, Losses based on or arising out of (1) any representation, warranty or agreement that is made by Palomar to any Third Party with respect to any product described in clause (a) above, (2) actual or asserted violations of any Applicable Law attributable to any product described in clause (a) above, or (3) any claim that any product described in clause (a) above is defective (whether in design, materials, workmanship or otherwise) or that otherwise relates to any attribute, condition or failure of any such product, including any claim of product liability (whether brought in tort, warranty, strict liability or other form of action) or negligence.

Indemnification of Xxxxxxxx. The Company hereby agrees to indemnify and hold harmless Xxxxxxxx and its present and future officers, directors, affiliates, employees and agents ("Indemnified Parties") to the fullest extent that Xxxxx X. Xxxxxxxx is required to be indemnified in accordance with his existing Indemnification Agreement with the Company. The Company further agrees to advance and reimburse the Indemnified Parties on a monthly basis for any cost of defending any action or investigation arising in connection with his services hereunder (including attorneys' fees and expenses), subject to an undertaking from such Indemnified Party to repay the Company if such party is determined not to be entitled to such indemnity.

Indemnification of Xxxxxxxx. Heat will indemnify and hold harmless Xxxxxxxx [***] (the “Xxxxxxxx Indemnitees”) from and against any and all Losses from any Third Party Claims incurred by any Xxxxxxxx Indemnitee, arising from, or occurring as a result of (a) [***] or (b) [***]. The foregoing indemnification obligation will not apply to the extent such Third Party Claim arose out of or resulted from or is attributable to any [***].

Indemnification of Xxxxxxxx. The Purchasers hereby agree that each Purchaser shall indemnify and hold Xxxxxxxx harmless from and against (i) any and all Losses based upon, attributable to or resulting from any inaccuracy or breach by such Purchaser of any representation or warranty of such Purchaser set forth in Article 3 hereof, or any representation or warranty contained in any other agreement or certificate delivered by or on behalf of such Purchaser pursuant to this Agreement, to be true and correct; and (ii) any and all Expenses incident to any Losses for which indemnification is sought hereunder.

Indemnification of Xxxxxxxx. The Company hereby agrees to indemnify Xxxxxxxx and each of its officers, directors, employees, consultants, agents, attorneys, accountants and affiliates and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons (each a “Xxxxxxxx Indemnified Party“) against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees and expenses incurred by such Xxxxxxxx Indemnified Party in investigating or defending any such proceeding or potential proceeding and regardless of whether the foregoing results from a third party claim or otherwise) (all of the foregoing, including associated costs and expenses being referred to herein as a “Proceeding“), that it may incur in connection with any of the transactions contemplated hereby arising out of or based upon: (i) any of the representations or warranties made by the Company herein being untrue or incorrect at the time such representation or warranty was made; (ii) any breach or non-performance by the Company of any of its covenants, agreements or obligations under this Agreement and the Warrant;

Indemnification of Xxxxxxxx. WasteMasters shall proceed with= all diligence to obtain the release of Xxxxxxxx from all Obligations and WasteMasters (herein called the "Indemnitor") shall indemnify and hold harmless Xxxxxxxx, his estate, executor, independent administrator, spouse, family members, partners, employees, affiliated entities and controlling persons (Xxxxxxxx and each such other person or entity being herein called the "Indemnitee") from and against any and all losses, claims, damages, and liabilities, joint or several, including all expenses, including fees and disbursements of counsel, reasonably incurred by any Indemnitee in connection with the preparation for or defense of any claim, action or proceeding, whether or not resulting in any liability, as incurred, to which an Indemnitee may become subject under any applicable federal or state law or otherwise caused by or arising out of any claim for the Obligations.

Indemnification of Xxxxxxxx. CYCLO3PSS shall indemnify XXXXXXXX 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 XXXXXXXX in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, incurred by XXXXXXXX in connection with any act or omission by XXXXXXXX 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.