Indemnity by Xxxxxxx. Subject to clause 15.7, Xxxxxxx indemnifies the Bidder against, and must pay to the Bidder on demand an amount equal to, all Losses directly incurred or suffered by the Bidder Indemnified Persons arising out of or in connection with:
Indemnity by Xxxxxxx. Xxxxxxx agrees to indemnify, hold harmless and defend Consultant, its subsidiaries, and its affiliates, and their respective officers, directors, employees, independent contractors, consultants, and other agents (collectively, the “Consultant Parties”) from and against any and all Claims, actions, proceedings, liability, loss, damage, penalty, cost or expense (including reasonable attorney’s fees and cost of investigation arising from, resulting from, or connected to, the negligent or intentional acts or omissions of Neumora during the performance of Services under this Agreement.
Indemnity by Xxxxxxx. Xxxxxxx will indemnify Cognizant and its Affiliates and their officers, directors and employees (“Cognizant Indemnitees”) from claims of third parties that are not Affiliates of Xxxxxxx, and indemnify and hold the Cognizant Indemnitees harmless from and against resulting Losses, to the extent arising out of:
Indemnity by Xxxxxxx. Grantee agrees, from and after the Effective Date, to defend, indemnify, protect, and hold harmless Grantor Parties, and each of them, from, regarding, and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, Environmental Response Actions (as defined in Section 17(c)(i), below), claims, losses, damages, fines, penalties, expenses, Environmental Response Costs (as defined in Section 17(c)(ii), below), and reasonable costs of any kind or nature whatsoever, together with reasonable fees (including, without limitation, reasonable attorneys' fees and experts' and consultants' fees), resulting directly from or in direct connection with the actual generation, storage, handling, transportation, use, presence, placement, migration, and/or release of Hazardous Materials (as defined in Section 17(c)(iii), below) associated with the use or occupancy of the Easement by Grantee, at, on, in, beneath, or from the Easement and occurring during the Term (sometimes herein collectively referred to as "Contamination"), except to the extent (i) caused by Grantor Parties, or any of them, during Grantor’s ownership of the Easement prior to the Effective Date, or (ii) caused by Grantor Parties or any of them during the Term. Xxxxxxx’s defense, indemnification, protection, and hold harmless obligations herein shall include, without limitation, the duty to respond to any governmental inquiry, investigation, claim, or demand regarding the Contamination, at Grantee’s sole cost.
Indemnity by Xxxxxxx. Grantor agrees, from and after the Effective Date, to defend, indemnify, protect, and hold harmless Grantee Parties, and each of them, from, regarding and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, Environmental Response Actions, claims, losses, damages, fines, penalties, member expenses, Environmental Response Costs, and reasonable costs of any kind or nature whatsoever, together with reasonable fees (including, without limitation, reasonable attorneys' fees and experts' and consultants' fees), resulting from or in connection with the actual or claimed generation, storage, handling, transportation, use, presence, placement, migration and/or release of Hazardous Materials, at, on, in, beneath, or from the Easement or adjacent properties during Grantor’s ownership of the Easement prior to the Effective Date or caused by Grantor Parties, or any of them, during the Term, (sometimes herein collectively referred to as "Other Contamination"). Grantor’s defense, indemnification, protection, and hold harmless obligations herein shall include, without limitation, the duty to respond to any governmental inquiry, investigation, claim, or demand regarding the Other Contamination, at Grantor’s sole cost. In any legal action, claim, or investigation in which Grantor asserts that it does not have an obligation to defend or indemnify Grantee because Grantor did not own the Easement at the time contamination occurred, the burden of proof shall be on Grantor to demonstrate that the contamination occurred during the time Grantor did not own the Easement.
Indemnity by Xxxxxxx. XxxxXxx agrees to indemnify, hold harmless, and defend Client from and against any NterNow Infringement Claim, provided that Client provides NterNow with: (i) written notice of such claim within ten (10) days of Client being notified of such claim; (ii) reasonable cooperation with and assistance to XxxxXxx in the defense and settlement of such claim; and (iii) sole control over the defense and settlement of such claim. In the event of a NterNow Infringement Claim or if NterNow believes a NterNow Infringement Claim is likely, NterNow may, at NterNow’s option and expense and as full and complete satisfaction of NterNow’s obligation to Client with respect to such NterNow Infringement Claim: (i) modify the infringing or violating portion of the Platform so as to make it non-infringing, while maintaining substantially similar functionality; (ii) replace the infringing or violating portion of the Platform with a non-infringing and/or non-violating product having substantially similar functionality; (iii) obtain, on economically reasonable terms, the right for Client to continue using the infringing or violating portion of the Platform, or (iv) if the previous resolutions are unavailable, terminate this Agreement. Notwithstanding anything in this paragraph to the contrary, XxxxXxx shall have no obligation with respect to any claim if such claim results from or arises out of: (i) Client’s continued use of the infringing or violating Platform after receipt of written notice from NterNow to cease using the Platform, or after Client receives a remedy required to correct the infringing or violating Platform; (ii) modifications to the Platform without NterNow’s written approval made by any party other than NterNow; (iii) any combination of the Platform with any other products, processes, or materials not provided or approved in writing by NterNow; (iv) Client’s use of the Platform other than in accordance with the terms of this Agreement; and/or (v) any part of the Platform developed from or in accordance with specifications or directions provided by Client. THIS PARAGRAPH STATES AND SETS FORTH THE ENTIRE LIABILITY OF NTERNOW, AND THE SOLE AND EXCLUSIVE REMEDY OF CLIENT, FOR ANY CLAIM OF INFRINGEMENT WITH RESPECT TO THE PLATFORM.
Indemnity by Xxxxxxx. Without prejudice to any indemnity contained in any Security Document, the Chargor undertakes that it will indemnify the Security Trustee:
Indemnity by Xxxxxxx. Xxxxxxx shall defend the Company, its officers, directors and employees against any claim that the Service or Documentation infringes any third party Intellectual Property Rights, and shall indemnify the Company for any amounts awarded against the Company in judgment or settlement of such claims, provided that:
Indemnity by Xxxxxxx. Depomed agrees to defend, indemnify and hold free and harmless Solvay, its Affiliates, and its and their directors, officers, agents, contractors, and employees from Losses (as defined in Section 11.5) to the extent resulting from or in connection with (a) the development, manufacture, use, handling, storage, or other disposition of the Product outside the Field in the Territory, or outside the Territory, by Depomed or its Affiliates or sublicensees; (b) any breach by Depomed of the representations, warranties, covenants, and agreements set forth in this Agreement; or (c) arising from negligent or willful acts and/or omissions of Depomed. The indemnity obligation set forth above shall not apply, however, to the extent any such claims are caused by gross negligence or willful misconduct of Solvay.
Indemnity by Xxxxxxx. Xxxxxxx shall indemnify Spinco and its directors, officers, employees, agents and subsidiaries against any and all Claims arising after the Effective Time in connection with or relating in any way to (A) the Retained Interests, (B) any joint venture agreements governing the Retained Interests or (C) any work, including exploration programs, conducted with respect to the Retained Interests after the Effective Time, except where any such Claim arises as a result of any matter referred to in Section 5.13. For greater certainty, this Section 5.14 shall not operate to limit in any way Section 3.3 or Section 5.13.
