Indemnified Claim. The Redeveloper shall defend, indemnify and hold harmless the Borough Indemnified Parties from any claims by any Person or entity (other than Redeveloper) against the Borough Indemnified Parties and any related liability, loss, injury, damage, remediation costs, lawsuits, civil proceedings, fines, penalties, and expenses including reasonable attorney's fees and disbursements which result, wholly or partially, from any bodily injury or property damage that may occur in the Project Area during the term of the Agreement, provided however, that such indemnity shall not include the negligence or willful misconduct of the Borough Indemnified Parties or the actions or inactions of third-parties over whom the Redeveloper does not exercise direct supervisory Control, as long as the Redeveloper maintains and enforces commercially reasonable security measures and commercial liability insurance to protect and ensure against such actions or inactions.
Indemnified Claim. For purposes of this Agreement, an "Indemnified Claim" shall mean: (i) any claim asserting that Abboxx'x xxxe or manufacturing in accordance with Section 4.11, or Abboxx'x xx any Customer's purchase, possession or use of the Products or any part thereof infringes any third party patent, trade secret, trademark, copyright or other proprietary right; (ii) any claim arising from or related to a failure of MTI to comply with its representations and warranties under this Agreement; and (iii) any claim asserting that the Products caused injury or death to a person or damage to property; except to the extent such Indemnified Claims arise from Abboxx'x negligence, willful misconduct or breach of this Agreement in which event Abbott shall indemnify MTI (including its Affiliates, directors, officers, employees and shareholders) from such claims.
Indemnified Claim. For purposes of this Agreement, an "Indemnified Claim" shall mean: (i) any claim asserting that the Products or any part thereof infringes any third party patent, trade secret, trademark, copyright or other proprietary right; (ii) any claim arising from or related to a material failure of MTI to comply with its warranties under this Agreement; and (iii) any claim asserting that the Products caused injury, or death to a person or damage to property.
Indemnified Claim. 9.4(a) Indemnified Party.........................................................9.4(a) Indemnifying Party........................................................9.4(a) Intellectual Property.......................................................4.17 Losses....................................................................9.4(e) Merger..................................................................
Indemnified Claim. Any loss, damage, liability, cost, expense and/or claim (including without limitation the cost of any fines, remedial action, damage to the environment and cleanup, court related costs and the fees of attorneys and other experts).
Indemnified Claim. For purposes of this Agreement, an "Indemnified Claim" shall mean: (i) any claim asserting that Xxxxxx'x or any Customers' sale, purchase, possession, manufacturing in accordance with Section4.12, or use of the Products or any part thereof infringes any third party patent, trade secret, trademark, copyright or other proprietary right; (ii) any claim arising from or related to a failure of MTI to comply with its representations and warranties under this Agreement; and (iii) any claim asserting that the Products caused injury or death to a person or damage to property; except to the extent such Indemnified Claims arise from Xxxxxx'x negligence, willful misconduct or breach of this Agreement in which event Xxxxxx shall indemnify MTI (including its Affiliates, directors, officers, employees and shareholders) from such claims.
Indemnified Claim. Laserfiche will indemnify, defend, and hold harmless Licensee against any third party claim, suit, or proceeding against Licensee (an “Indemnified Claim”) alleging that Laserfiche Software infringes any patent, copyright, trademark or other intellectual property right, provided that Licensee gives Laserfiche notice of such Indemnified Claim within 10 days of learning of it.
Indemnified Claim. Upon the occurrence of any expense or liability or third-party claim for which indemnification is provided pursuant to this Agreement (the "Indemnified Claim"), when the party to be indemnified (the "Indemnified Party") has actual knowledge of such claim or facts reasonably expected to lead to any such claim, it shall provide written notice (the "Notice of Claim") to the party required to provide such indemnification (the "Indemnifying Party"), setting out the nature of the Indemnified Claim, including the facts which gave rise or are expected to give rise to such claim. The Indemnifying Party shall have the right to control the defense of such Claim, which it shall do at its expense with counsel subject to the approval of the Indemnified Party, which approval will not be unreasonably withheld or delayed; but the Indemnified Party shall have the right to participate in the defense thereof and be represented, at its own expense, by advisory counsel selected by it, and in such case the counsel selected by the Indemnifying Party and responsible for the defense of such claim shall consult with and cooperate with such advisory counsel of the Indemnified Party. The Indemnifying Party shall provide to the Indemnified Party, or its advisory counsel, if any, copies of all third-party correspondence and pleadings pertaining to the resolution of such claim, and will provide prior written notice to the Indemnified Party of any resolution or settlement of any such claim, and the Indemnified Party shall have the right to approve any such resolution or settlement only if such resolution or settlement is likely to have a material adverse effect upon the Indemnified Party (e.g., potential further liability to the Indemnified Party which may not be covered by the Indemnifying Party), in which case such approval is required but may not be unreasonably withheld or delayed.
Indemnified Claim. The number of Escrow Shares to be issued in satisfaction of a Section 7.1 Indemnified Claim shall be as determined in the Indemnity Escrow Agreement. The number of shares of Purchaser Common Stock or Purchaser Series A Preferred Stock to be issued in satisfaction of a Section 7.2 Indemnified Claim shall be based upon a market price of Purchaser Common Stock equal to the average per share closing market price of Purchaser Common Stock for the ten (10) day period ending on the business day prior to the payment of the Section 7.2 Indemnified Claim.
Indemnified Claim. The Purchaser shall notify the Vendors of any matter for which the Vendors may be liable under section 9.1 and the Vendors shall have the right to participate in any negotiations relative thereto. The Vendors, or any of them, may, at their sole expense, dispute and contest in the name of the Company, any matter or reassessment for which the Vendors may be liable under section 9.1. The Purchaser will fully cooperate with the Vendors and their counsel in any proceedings and with respect to any such matters. The Vendors shall not settle any such matter without the prior written consent of the Purchaser not to be unreasonably withheld.
