Megola’s Indemnification Obligations Sample Clauses

Megola’s Indemnification Obligations. Megola will indemnify and hold harmless Distributor and its Affiliates, and their respective owners, directors, officers, employees, subcontractors and agents from and against any and all Claims arising out of or in connection with: (i) violation by Xxxxxx of any third party’s Proprietary Rights; (ii) bodily or personal injury or property damage incurred by any to any third party arising in any way from the Products through no fault of Distributor or its agents; (iii) any breach of any warranty or representation made by Xxxxxx xxxxxxxxx; and (iv) any other claim alleging gross negligence or willful misconduct of Megola. Megola’s obligation to indemnify and hold Distributor harmless will survive the termination of the Agreement. Distributor will give Xxxxxx prompt written notice of any such Claim and provide it with reasonable assistance, at Megola’s reasonable expense, in defense of the Claim. Megola shall have the right to assume primary control of the defense and settlement of the Claim, provided Distributor may participate therein at its own cost and expense.
Sample 1
AutoNDA by SimpleDocs

Related to Megola’s Indemnification Obligations

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • ATTORNEYS’ FEES In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

  • Indemnity The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

  • No Third Party Beneficiaries This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Warranties a. The Investor(s) makes the following representations and warranties to Escrow Agent:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!