Joint Indemnification. Celldex shall indemnify and hold the Oncothyreon Indemnitees harmless from and against, and Oncothyreon shall indemnify and hold the Celldex Indemnitees harmless from and against, and each Party shall be jointly and severally liable with respect to, any Claims to the extent arising or resulting from personal injury or death arising from the use of the Combination in the Trial if the cause of the personal injury or death is not finally adjudicated as solely resulting from either CDX-1127 or ONT-10.
Joint Indemnification. 3.1. The Vendor and the Purchaser jointly hereby covenant and agree to indemnify and save harmless PVA at all times against and in respect of any and all claims, demands, actions, or proceedings and legal and other expenses by reason of any liability arising out of:
(a) a material event which occurred prior to the Transfer but which became known subse- quent to the Transfer; and
(b) any and all assessments, re-assessments, penalties or other claims or prosecutions by Canada Revenue Agency, Customs, Excise and Taxation or any other person or entity against them, or any of them, for or in respect of any matter not properly reflected in the financial state- ments, tax filings made by PVA or the Vendor pertaining to the Transfer.
3.2. The Vendor shall reimburse PVA for any payment made by the Purchaser, at any time in respect of any liability or claim against it, arising out of the said Transfer to which the foregoing indemnity relates, provided that:
(a) it shall be a condition of any obligation of the Vendor under this paragraph that PVA shall have given written notice to the Purchaser of any such liability, loss or claim for damages as soon as is reasonably possible after the same shall have come to the attention of the Purchaser and shall have advised the Vendor by such notice whether the Purchaser intends to dispute the liabil- ity or cause such liability to be disputed;
(b) upon receipt of such notice from the Purchaser, the Vendor shall have the right individu- ally or collectively to undertake the entire defence of any such claims by giving to the Purchaser notice of such intention within 15 days thereafter;
(c) failing notice from the Vendor of his intention to defend, the Purchaser shall be at liberty to defend the said claim at the cost and expense of the Vendor;
(d) should the Vendor elect to dispute the said claim, he shall indemnify and save harmless the Purchaser of and from all costs and expenses of the defence; and
(e) where an amount is payable by the Purchaser or Vendor as indemnification pursuant to the terms of this Agreement and the Excise Tax Act provides that GST is deemed to have been collected by the payee thereof, the amount so payable, as determined without reference to this paragraph (the “Indemnification Amount”), shall be increased by an amount equal to the rate of GST applied to the Indemnification Amount in accordance with the Excise Tax Act.
3.3. PVA represents that its directors have approved the Transfer completed hereby in ...
Joint Indemnification. Subject to the provisions of Section 11.03 hereof, the Shareholders shall jointly and severally indemnify, defend and hold harmless Purchaser and its officers, directors, employees, agents and representatives from and against and in respect of any and all losses, damages, expenses, liabilities, claims, settlements, assessments and judgments (including reasonable costs and attorney's fees and other expenses arising out of any claim, or the defense, settlement or investigation thereof, made with respect to any of the foregoing) (collectively, "LOSSES") incurred or suffered by Purchaser, arising out of, based upon or resulting from any inaccuracy, misrepresentation or breach of representation and warranty contained in Article V of this Agreement or non-fulfillment or breach of any covenant or agreement of the Company or any Shareholder contained in this Agreement or any certificate or instrument furnished pursuant hereto; PROVIDED, HOWEVER, that for purposes of this subsection 11.01(a), all such representations and warranties (other than the representations and warranties contained in Sections 5.07, 5.08, 5.12, 5.13, 5.15(c), 5.16, 5.21, 5.22, 5.23, 5.27 and 5.28 hereof) shall be deemed to have been made without any qualification as to materiality or Knowledge; and
Joint Indemnification. Where such damages are the result of the joint or concurrent indemnified acts of GRACE and ChromaDex or their respective Indemnified Parties, the Parties shall share liability to the respective extent of their relative degrees of fault.
Joint Indemnification. Subject to the provisions of Section 8.03, the Shareholders shall jointly and severally indemnify, defend and hold harmless Acquiror and its officers, directors, employees, agents and representatives from and against and in respect of any and all losses, damages, expenses, liabilities, claims, settlements, assessments and judgments (including reasonable costs and attorney's fees and other expenses arising out of any claim, or the defense, settlement or investigation thereof, made with respect to any of the foregoing) (collectively, "LOSSES") incurred or suffered by Acquiror, arising out of, based upon or resulting from any inaccuracy, misrepresentation or breach of representation and warranty contained in Article III of this Agreement or non-fulfillment of any covenant or agreement of the Company or any Shareholder contained in this Agreement or any certificate or instrument furnished pursuant hereto; provided, however, that for purposes of determining the amount of any Losses incurred or suffered by Acquiror under this subsection 8.01(a) (but not as to whether there is any inaccuracy, misrepresentation or breach of representation and warranty), all such representations and warranties shall be deemed to have been made without any qualification as to materiality or Knowledge.
Joint Indemnification. In the event any claim, suit or proceeding (a "Claim") is brought against either party on the issue of infringement of any patent, copyright, trademark, mask work or other intellectual property right in any party of the world by any Joint Component manufactured or distributed by either party, both parties shall have the obligation and duty to share equally in the costs of the defense any such Claim, including any settlement or final judgment of such Claim plus costs and attorneys' fees awarded with respect to such Claim. The parties agree to share joint control over the defense and/or settlement negotiations related to any such Claim and each party (each an "Indemnifying Party") shall be released from its obligations under this Section 7.3.1 unless (i) the other party promptly notifies the Indemnifying Party in writing of any known Claim; (ii) the other party gives the Indemnifying Party authority
Joint Indemnification. In the event Business Associate violates this Agreement as it relates to HIPAA’s privacy standards, Business Associate agrees to jointly, and to the extent allowable by law and without waiving any governmental immunity, agree to indemnify, insure, defend and hold harmless each other, and their officers, directors, agents, representatives, attorneys and employees, each of the foregoing hereinafter referred to as an "indemnified party," against all claims, losses, suits, judgments or damages, including court costs and attorney’s fees, suffered by the indemnified party and all liability to third parties arising out of or in connection with:
a) Any negligence, intentional torts or breach of contract committed by the liable party including its officers or employees;
b) Any claims or losses attributable to the acts of any subcontractor or person of the liable party performing or furnishing services, materials or supplies on behalf of the liable party in connection with the performance of this Agreement whether or not known to the indemnified party; or
c) Any failure of the liable party, including its officers or employees to observe the requirements of applicable Florida or federal law, regardless of whether the indemnified party knew or should have known of such failure. In the event that claims, suits, judgments or damages, including court costs and attorney’s fees, arising out of joint negligent and/or intentional acts, either party will not be liable for any obligation to defend the other party with respect to that part of the joint negligent and/or intentional act determined by governing law to have arisen from acts committed by the other. Neither party will be liable for nor have any obligation to defend the other party against such claims, suits, judgments or damages, including court costs and attorney's fees, determined by governing law to have arisen out of the sole negligent and/or intentional acts of the liable party. SERVICE PROVIDER CHILDREN’S HOME SOCIETY HEALTHY START HIGHLANDS FDOH POLK HEALTHY START POLK FDOH XXXXXX HEALTHY START XXXXXX HEALTHY START COALITION NFP - HIGHLANDS HEALTHY FAMILIES XXXXXX HEALTHY FAMILIES HIGHLANDS HEALTHY FAMILIES POLK PARENTS AS TEACHERS NFP POLK FOCUS PRENATAL To promote healthy PRENATAL To promote healthy PRENATAL To promote healthy Nurse Home Visiting Program that helps Family Support & Coaching Program Family Support & Coaching Program Family Support & Coaching Program -Parent-Child Interaction Nurse Home Visiti...
Joint Indemnification. Each party (the “Indemnifying Party”) agrees to defend, indemnify and hold harmless the other party and its affiliates, agents, directors and employees from and against any and all claims, liabilities, costs or expenses (each, a “Claim”) arising from the Indemnifying Party’s gross negligence or willful misconduct and/or from the Indemnifying Party’s breach of this Agreement, including but not limited to (in the case of Sales Partner), making any false or misleading statements about Company or the Services. The Indemnifying Party agrees to give the other party written notice of any such Claim as soon as practicable following notification thereof. The Indemnifying Party agrees to pay all costs finally awarded by a court of competent jurisdiction to the party that instituted the Claim, including reasonable attorney fees and costs.
Joint Indemnification. SECTION 15.01
Joint Indemnification. The Joint Venturers shall jointly indemnify, defend, and hold harmless each other and their respective Indemnified Parties from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any claims or actions brought against the Joint Venture by third parties resulting from (a) the acts or omissions of either Party or their respective agents, contractors, or employees in connection with the Project; or (b) any violation of applicable law by the Joint Venture.
