King Indemnification Sample Clauses

King Indemnification. King shall, during and after the Term of this Agreement, indemnify and hold harmless Durect and its Affiliates and their respective directors, officers, employees, scientific advisors, consultants, and agents (the “Durect Indemnified Parties”) against any and all Liabilities arising out of or resulting from any claim, action, suit or other proceeding brought by a Third Person against a Durect Indemnified Party for (i) any breach of any express representation, warranty or covenant by King under this Agreement, (ii) the negligence or willful misconduct of King or any of its respective directors, officers, and employees in the performance of King’s obligations hereunder or (iii) the Exploitation of the Products by King or its sublicensees or Affiliates, including without limitation any and all product liability and Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. intellectual property infringement claims. The foregoing indemnity obligation shall not apply to the extent that any such claim, loss, damage, liability or Third Person claim or suit is covered by Durect’s indemnity obligation under Section 7.1 hereof, as to which Liabilities each Party shall indemnify the other Party to the extent of their respective liability for the Liabilities.
Sample 1
AutoNDA by SimpleDocs
King Indemnification. King agrees to defend, indemnify and hold harmless Selamine and its Affiliates and their respective directors, employees and agents (the "Selamine Indemnitees") from and against any and all Liabilities resulting from any claims by a Third Party, arising out of or relating to (i) the willful misconduct or negligence of King; (ii) any material misrepresentation or breach of warranty of King contained in this Agreement or in any schedule hereto; (iii) any material breach of any covenant or obligation of King contained in this Agreement, except, in each case, to the extent such claims are due to the negligent acts, willful misconduct or omissions of any Selamine Indemnitee or to the extent that Selamine or Xxxxx Xxxx is otherwise obligated to indemnify King under this Agreement; and (iv) any infringement, misappropriation or other violation by Selamine and its Affiliates of the intellectual property of Aventis and/or its Affiliates that is licensed to King and/or its Affiliates under their pre-existing agreements with Aventis and/or its Affiliates or of which King and/or its Affiliates is aware.
Sample 1
King Indemnification. King agrees to defend, indemnify and hold harmless Arrow and its Affiliates and their respective directors, employees and agents (the "Arrow Indemnitees") from and against [***] Liabilities resulting from any claims by a Third Party, arising out of or relating to (i) the willful misconduct or negligence of King; (ii) any material misrepresentation or breach of warranty of King contained in this Agreement or in any schedule hereto; (iii) the willful misconduct or negligence of King or Aventis in the manufacture, testing, storage and handling of the King Materials; (iv) Arrow's use of the King Materials in accordance with the terms and conditions set forth herein, including any product liability claims arising therefrom or relating thereto; (v) any material breach of any covenant or obligation of King contained in this Agreement, except, in each case, to the extent such claims are due to the negligent acts, willful misconduct or omissions of any Arrow Indemnitee or to the extent that Arrow is otherwise obligated to indemnify King under this Agreement. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
Sample 1

Related to King Indemnification

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Funding Indemnification If any payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance.

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Cross Indemnification Each Lender (an “Indemnifying Party”) hereby agrees to indemnify, hold harmless and defend each other and such other Lender’s respective officers, directors, employees, attorneys, agents (not including any Participating Institution or the servicer of any TXXX Loan) and each person who controls such other Lender within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively and severally, the “Indemnified Parties”), from and against any and all claims, obligations, penalties, actions, suits, judgments, costs, disbursements, losses, liabilities and/or damages (including, without limitation, reasonable external attorneys’ fees and the allocated costs of internal salaried attorneys) of any kind whatsoever which may at any time be imposed on, assessed against or incurred by any such Indemnified Party in any way relating to or arising out of the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender hereunder or the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender to any Participating Institution in connection with the TXXX Program or the Subject Securitization Transaction. The indemnity provided by each Indemnifying Lender hereunder is in addition to any liability which such Lender may otherwise have to the Indemnified Parties, at law, in equity or otherwise, in connection with the Subject Securitization Transaction.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • Survival and Indemnification 47 8.1 Survival of Representations, Warranties and Covenants...........47

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

Time is Money Join Law Insider Premium to draft better contracts faster.