LUMINEX Indemnity Sample Clauses

LUMINEX Indemnity. LUMINEX shall defend and/or settle any claim, complaint, suit, proceeding or cause of action (collectively and individually referred to as a “Claim” in this Section 11.1) brought against RBM by a third party for infringement of any third party copyright or patent issued as of the Effective Date by the Luminex 100 System and Beads as delivered by LUMINEX or its Affiliates or distributors. LUMINEX shall pay all resulting damages or settlement amounts finally awarded against RBM (including reasonable attorneys’ fees, legal expenses and court costs) to the extent attributable to such Claim. Notwithstanding the provisions of this Section 11.1, LUMINEX will not have any obligation under this Article 11 to the extent a Claim for infringement is based upon (i) indirect or contributory infringement, (ii) a modified Luminex 100 System, Beads or any portion thereof if such infringement would have been avoided by use of the Luminex 100 System, Beads or portion thereof as provided by LUMINEX, (iii) use of the Luminex 100 System, Beads or any portion thereof in applications or for purposes other than for which the same were intended within the Field, (iv) completed products or equipment or any assembly, combination, method or process in which the Luminex 100 System or Beads are used, to the extent the infringement would not have resulted if the Luminex 100 System or Beads were used alone, (v) continuation of allegedly infringing activity after being provided modifications that would have avoided the alleged infringement without materially altering the functionality of the Luminex 100 System or Beads, (vi) the development, design, manufacture, use, handling, storage, importation, sale, distribution or other disposition of Developed Products, and (vii) RBM’s manufacture, use or sale of products or services that use the RBM Generated Intellectual Property. RBM shall (x) promptly notify LUMINEX of each Claim, (y) provide LUMINEX with sole control over the defense and/or settlement thereof, and (z) at LUMINEX’s request and expense, provide full information and reasonable assistance to LUMINEX with respect to such Claims. In addition, in the event that LUMINEX fails to assume the defense of any such Claim, and provided that RBM has fulfilled its obligations under clauses (x), (y) and (z) above, then RBM may give the LUMINEX written notice of such failure and an opportunity to cure such failure within thirty (30) days. In the event that LUMINEX does not assume the defense of s...
Sample 1
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LUMINEX Indemnity. Subject to the requirements of this Section 11.1 and Section 11.2, Luminex shall defend and/or settle, indemnify and hold harmless TM, its Affiliates or any of their respective officers, directors, shareholders, employees, agents or contractors from all costs, expenses and damages (including reasonable attorneys’ fees, legal expenses and court costs) (collectively, the “Losses”) resulting from or in connection with any claim, complaint, suit, allegation, proceeding or cause of action (each a “Claim”) by a third party for infringement of any third party intellectual property right (including copyright, trademark, or patent) by the Luminex Instruments or Beads, as delivered by Luminex hereunder; or as modified by Luminex or its authorized agents, representatives or subcontractors (including TM) (provided, in the case of such agents, representative and subcontractors only if the modifications were expressly authorized by Luminex). Luminex shall pay all Losses finally awarded against TM, its Affiliates or any of their respective officers, directors, shareholders, employees, agents or contractors, resulting from a settlement, or otherwise incurred in connection with the Claim (whether or not a final settlement is rendered or a judgment or award is granted and whether or not TM or any of its officers, directors, shareholders, employees, agents or contractors is named party to the Claim). Notwithstanding the provisions of this Section 11.1, Luminex will not have any obligation under this Article 11 to the extent a Claim for infringement is based upon and is attributed to: (i) a Luminex Instrument that was modified by TM, its Affiliates or a third party other than Luminex or its authorized agents, representatives or subcontractors; (ii) modifications to the Luminex Instrument or any portion thereof by a third party other than Luminex, its agents, representatives or subcontractors (provided, in the case of such agents, representatives, and subcontractors that the modifications were expressly authorized by Luminex) if such infringement would have been avoided by use of the Luminex Instrument as provided by Luminex; (iii) use of the Luminex Instrument or any portion thereof by TM in applications or for purposes other than for which the same was authorized by Luminex or intended within the Fields; or (iv) completed products or equipment or any assembly, combination, method or process in which the Luminex Instrument and Beads are used by TM, to the extent the infringem...
Sample 1
LUMINEX Indemnity. LUMINEX shall defend and/or settle any claim, ----------------- complaint, suit, proceeding or cause of action (collectively and individually referred to as a "Claim") brought against BIO-RAD by a third party for infringement of any third party copyright, trademark, trade secret or patent by the Standard Beads or Luminex100 System, each as delivered by LUMINEX hereunder, subject to the requirements of Section 11.2
Sample 1
LUMINEX Indemnity. Luminex shall defend and/or settle any claim, complaint, suit, proceeding, liability, demand, loss, cost, expense or cause of action (collectively and individually referred to as a “Claim”) to the extent brought against DiaCatta by a third party for infringement of any patents, copyrights and trademark of any third party by the Luminex Products, as delivered by Luminex hereunder, subject to the requirements of this Section 11.1 (Luminex Indemnity) and Section 11.2
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Related to LUMINEX Indemnity

  • Seller Indemnity Seller shall, effective from and after the Closing ----------------- Date, as the sole and exclusive obligation of Seller with respect to this Agreement or the Property, except as provided further in this Section, indemnify, defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by Buyer within one (1) year of the Closing Date which Buyer can prove Buyer would not have incurred but for any inaccuracy as of the Closing Date in the representations and warranties of Seller set forth in the Section hereof entitled "Representations and Warranties of Seller," and Article 11 Entitled Brokers but specifically excluding any statement of facts, whenever occurring, that Buyer had notice of on or before the Closing Date. Such agreement by Seller to so indemnify, defend and hold Buyer harmless shall be null and void except to the extent that, within one (1) year of the Closing Date, Buyer has actually incurred such damage and Seller has received notice from Buyer pursuant to Article 9 hereof entitled "NOTICES" referring to this Section and specifying the amount nature and facts underlying any claim being made by Buyer hereunder. In addition, Seller shall indemnify defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by Buyer for a claim which: (a) is made by a third party alleging a tort committed by Seller, or (b) alleges bodily injury or property damage related to the Property and occurring before the Closing Date; provided that such claim does not arise out of or in any way relate to Hazardous Material or pollutants. Additionally, this provision does not limit the Buyer's remedies under Section 15.3 of this Agreement.

  • 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.

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

  • Buyer Indemnity (a) Buyer agree to indemnify Seller and hold it harmless from and against any and all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal fees and expenses) incurred by the Seller to the extent that such Damages are occasioned by, caused by or arise directly out of:

  • PATENT INDEMNITY Customer hereby indemnifies and holds harmless Boeing from and against all claims, suits, actions, liabilities, damages and costs arising out of any actual or alleged infringement of any patent or other intellectual property rights by BFE or arising out of the installation, sale or use of BFE by Boeing.

  • Limitation of Liability; Indemnity (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager.

  • Seller’s Indemnity Seller shall indemnify, defend and hold Buyer harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) in connection with third-party claims for injury or damage to personal property in connection with the ownership or operation of the Properties prior to Closing. These indemnification obligations of Seller shall be repeated at and shall survive the Closing.

  • Customer Indemnity The Transfer Agent shall not be responsible for, and the Customer shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to:

  • WARRANTY AND INDEMNITY Licensor represents and warrants that it has the right to grant this license for the telecasting of the pictures herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below), and that such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses, incurred by Licensee by reason of the breach of the foregoing warranty, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures other than as specified herein, or after the expiring or earlier termination of this Agreement. Licensee agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses arising out of or in connection with the use by Licensee, its successors, assigns and sublicensees of the prints or pictures hereunder, or arising out of or by reason of any breach of warranty, undertaking, representation or agreement made or entered into herein on Licensee's part.

  • 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.

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