Indemnification Scope. IT IS IN THE BEST INTERESTS OF THE PARTIES THAT CERTAIN RISKS RELATING TO THE MATTERS GOVERNED BY THIS AGREEMENT SHOULD BE IDENTIFIED AND ALLOCATED AS BETWEEN THEM. IT IS THEREFORE THE INTENT AND PURPOSE OF THIS AGREEMENT TO PROVIDE FOR THE INDEMNITIES SET FORTH HEREIN TO THE MAXIMUM EXTENT ALLOWED BY LAW. ALL PROVISIONS OF THIS ARTICLE SHALL BE DEEMED CONSPICUOUS WHETHER OR NOT CAPITALIZED OR OTHERWISE EMPHASIZED.
Indemnification Scope. Genentech hereby agrees to indemnify, defend and hold harmless each of Syndax, its Affiliates and its and their officers, directors, employees, subcontractors and agents (for purposes of Section 14.1, each, a “Syndax Indemnitee”) from and against Losses incurred in connection with Claims, to the extent such Losses (A) were directly caused by (1) the negligence or willful misconduct of any Genentech Indemnitees; (2) Genentech’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or (3) Genentech’s breach of any Applicable Law pertaining to activities it performs under this Agreement or (B) are attributable to ***.
Indemnification Scope. LinkedIn will defend and indemnify Customer, its Affiliates, and their respective directors, officers and Customer Users from and against all third-party claims to the extent resulting from or alleged to have resulted from (a) the Services’ infringement of a third party’s intellectual property right; or (b) LinkedIn’s material breach of the Agreement. Customer will defend and indemnify LinkedIn, its Affiliates, and their respective directors, officers and employees from and against all third-party claims to the extent resulting from or alleged to have resulted from (y) the infringement of a third party’s intellectual property right by any content, data or other information uploaded into LinkedIn’s system or otherwise provided by Customer; or
Indemnification Scope. Corvus hereby agrees to indemnify, defend (if requested by Genentech) and hold harmless each of Genentech, its Affiliates and its and their officers, directors, employees, subcontractors and agents (for purposes of Section 14.1, each, a “Genentech Indemnitee”) from and against Losses incurred in connection with Claims, to the extent such Losses (A) arise out of or in connection with (1) the negligence or willful misconduct of any Corvus Indemnitees; (2) Corvus’ breach of any of its representations, warranties, covenants or obligations under this Agreement; or (3) Corvus’ breach of any Applicable Law pertaining to activities it performs under this Agreement or (B) are directly caused by the Corvus Molecule.
Indemnification Scope. Licensee hereby agrees to indemnify, defend and hold harmless each of Ocera and its officers, directors, employees and agents (for purposes of Section 11.1, each, an “Ocera Indemnitee”) from and against Losses resulting directly from Claims to the extent attributable to (A) Licensee’s breach of Section 10.4 or of its representations or warranties under this Agreement or (B) the discovery, development, manufacture, use, handling, storage, sale or other disposition of Compounds or Products by Licensee under this Agreement, including with respect to any Product recall or other regulatory issues. Licensee’s obligations under this Section 11.1(b)(i) shall not apply to the extent that any such Losses are attributable to (A) Ocera’s breach of Section 10.3 or its representations or warranties under this Agreement or (B) the negligence or willful misconduct of any Ocera Indemnitees.
Indemnification Scope. Ocera hereby agrees to indemnify, defend (if requested by Licensee) and hold harmless each of Licensee and its officers, directors, employees and agents (for purposes of Section 11.1, each, a “Licensee Indemnitee”) from and against Losses resulting directly from Claims to the extent attributable to (A) Ocera’s breach of Section 10.3 or its representations or warranties under this Agreement or (B) activities performed by Ocera under this Agreement. Ocera’s obligations under this Section 11.1(c)(i) shall not apply to the extent that any such Losses are attributable to (A) Licensee’s breach of Section 10.4 or of its representations or warranties under this Agreement or (B) the negligence or willful misconduct of any Licensee Indemnitees.
Indemnification Scope. Syndax hereby agrees to indemnify, defend (if requested by Genentech) and hold harmless each of Genentech, its Affiliates and its and their officers, directors, employees, subcontractors and agents (for purposes of Section 14.1, each, a “Genentech Indemnitee”) from and against Losses incurred in connection with Claims, to the extent such Losses (A) were directly caused by (1) the negligence or willful misconduct of any Syndax Indemnitees; (2) Syndax’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or (3) Syndax’s breach of any Applicable Law pertaining to activities it performs under this Agreement or (B) are attributable to the ***.
Indemnification Scope. LinkedIn will defend, indemnify and hold Customer, its Affiliates, and their respective directors, officers and Customer Users harmless from and against all third-party claims to the extent resulting from or alleged to have resulted from (a) the Services’ infringement of a third party’s intellectual property right; or (b) LinkedIn’s material breach of the Agreement. Customer will defend, indemnify and hold LinkedIn, its Affiliates, and their respective directors, officers and employees harmless from and against all third-party claims to the extent resulting from or alleged to have resulted from (x) the infringement of a third party’s intellectual property right by any content, data or other information uploaded into LinkedIn’s system or otherwise provided by Customer; (y) Customer’s infringement of a third party’s intellectual property right due to Customer’s improper use of LinkedIn Learning content; or (z) Customer’s material breach of the Agreement.
Indemnification Scope. Buyer’s obligation to indemnify Seller shall run to Seller’s family members, invitees, agents, employees, directors, officers, agents, and partners,
Indemnification Scope. Genentech hereby agrees to indemnify, defend (if requested by Corvus) and hold harmless each of Corvus, its Affiliates and its and their officers, directors, employees, subcontractors and agents (for purposes of Section 14.1, each, a “Corvus Indemnitee”) from and against Losses incurred by such Corvus Indemnitee in connection with Claims made against such Corvus Indemnitee, to the extent such Losses arise out of (A) the negligence or willful misconduct of any Genentech Indemnitee; (B) a breach by Genentech of any of its representations, warranties, covenants or obligations under this Agreement or any Ancillary Agreement; (C) a breach by any Genentech Indemnitee of any Applicable Law pertaining to activities it performs under this Agreement or a subcontract under this Agreement; or (D) Genentech’s use of Study Data or Sample Data. Genentech’s obligations under this Section 14.1(b)(i) shall not apply to the extent such Losses (A) arise out of the scope of Corvus’s indemnification obligations under Section 14.1(c)(i) or (B) are reimbursed by Genentech to Corvus for a Subject Injury Claim under Section 14.2.
