Onyx Indemnity Sample Clauses

Onyx Indemnity. Onyx will indemnify, hold harmless and defend XOMA and its Affiliates and their respective directors, officers, employees and agents (the "XOMA Indemnitees") from and against any and all losses, claims, suits, losses, damages, costs, fees and expenses (including without limitation reasonable attorneys' fees) (collectively, "Losses") resulting from any Third Party claim, demand, suit, action or proceeding ("Third Party Claim") to the extent arising out of (a) any breach of Onyx's representations or warranties in Section 8.2; (b) the Specifications; (c) the use (including without limitation in human clinical trials), further manufacture or modification, transport, storage, handling, possession, distribution, marketing, or disposal of the Drug Substance after delivery by XOMA pursuant to Section 5.5, except for Drug Substance that Onyx properly rejects or for which it properly revokes acceptance pursuant to Section 5.6; (d) any infringement or misappropriation of Third Party Intellectual Property Rights that is a result of the use or practice in accordance with this Agreement of the manufacturing process for ONYX-015 as transferred to XOMA pursuant to Section 4.1; or (e) any willful misconduct by any Onyx Indemnitee with respect to Onyx's activities under this Agreement; in each foregoing case provided both that XOMA provides Onyx with prompt notice of any such Third Party Claim and the exclusive ability to defend (with the reasonable cooperation of XOMA) or settle any such Third Party Claim and that XOMA reasonably cooperates in the defense and/or settlement of such Third Party Claim at Onyx's expense and request.
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Onyx Indemnity. Except as provided in Sections 7.2 and 7.6, ONYX shall indemnify, defend and hold CAMBRIDGE harmless from any and all costs, expenses, damages, judgments and liabilities (including reasonable attorneys’ fees and the cost of any Recalls) incurred by or rendered against CAMBRIDGE or its Affiliates, employees or directors arising from (a) the negligence or willful misconduct of ONYX or a breach by ONYX of any of its warranties under Sections 7.1 or 7.3, or (b) any claim made or suit brought in which the alleged harm arises from the packaging, storage, transport, sale, disposal, handling, possession or use of the Material or from the packaging, storage, transport, sale, disposal, handling, possession, use or manufacture of a Product by ONYX; provided, however, that the foregoing shall not apply to the extent any such cost, expense, damage, judgment or liability arises from the negligence or willful misconduct of CAMBRIDGE or a breach by CAMBRIDGE of any of its warranties under Sections 7.1 or 7.2 of this Agreement. CAMBRIDGE shall give prompt written notice of any such claim or suit, and shall permit ONYX to undertake the defense thereof, at ONYX’s reasonable expense. CAMBRIDGE shall cooperate in such defense, to the extent reasonably requested by ONYX, at ONYX’s reasonable expense. CAMBRIDGE shall have the right to participate in such defense, at its own expense, to the extent that in its judgment CAMBRIDGE may be prejudiced thereby. In any claim made or suit brought for which CAMBRIDGE seeks indemnification under this Section 7.5, ONYX shall not settle or offer to settle such claim or suit, or admit liability or damages, in such a manner as would create an obligation on the part of CAMBRIDGE to any third party without the prior written consent of CAMBRIDGE.
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Onyx Indemnity. Onyx shall indemnify, defend and hold harmless, XXXX and its directors, officers, employees and agents, from and against any and all liability, damage, loss, cost (including reasonable attorneys’ fees) and expense resulting from claims of any kind and character by any Third Party (including, without limitation, for purposes of this Section 11.1 employees or agents of Onyx) with respect to the Product(s) supplied to and accepted by Onyx pursuant to this Agreement. Notwithstanding the foregoing, XXXX and its directors, officers, employees and agents shall not be entitled to indemnification under this Section 11.1 against any claim to the extent resulting from (a) the negligence or wilful misconduct of XXXX or its subcontractors or any of their respective directors, officers, employees or agents, (b) any accident at XXXX or any subcontractor which may arise in the course of XXXX’x or such subcontractor’s performance under this Agreement, or (c) the breach by XXXX or its subcontractor of any of the terms or conditions of this Agreement, including without limitation any representations, warranties or covenants of XXXX under this Agreement.
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Related to Onyx 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.

  • Tax Indemnity (a) The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

  • 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:

  • 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.

  • Buyer’s Indemnity Buyer shall indemnify, defend and hold Seller harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees), due to Buyers operation of the Property from and after Closing. The indemnification obligations of Buyer shall be repeated at and shall survive the Closing.

  • 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).

  • Continuing Indemnity Lessor may require Lessee to effect and to maintain insurance after the Expiry Date with respect to its liability under the indemnities in Clause 10 for such period as Lessor may reasonably require (but in any event not more than 3 years) which provides for each Indemnitee to be named as additional insured. Lessee's obligation in this Clause shall not be affected by Lessee ceasing to be lessee of the Aircraft and/or any of the Indemnitees ceasing to have any interest in respect of the Aircraft.

  • Waivers; Indemnity The failure of Silicon at any time or times to require Borrower to strictly comply with any of the provisions of this Agreement or any other Loan Document shall not waive or diminish any right of Silicon later to demand and receive strict compliance therewith. Any waiver of any default shall not waive or affect any other default, whether prior or subsequent, and whether or not similar. None of the provisions of this Agreement or any other Loan Document shall be deemed to have been waived by any act or knowledge of Silicon or its agents or employees, but only by a specific written waiver signed by an authorized officer of Silicon and delivered to Borrower. Borrower waives the benefit of all statutes of limitations relating to any of the Obligations or this Agreement or any other Loan Document, and Borrower waives demand, protest, notice of protest and notice of default or dishonor, notice of payment and nonpayment, release, compromise, settlement, extension or renewal of any commercial paper, instrument, account, General Intangible, document or guaranty at any time held by Silicon on which Borrower is or may in any way be liable, and notice of any action taken by Silicon, unless expressly required by this Agreement. Borrower hereby agrees to indemnify Silicon and its affiliates, subsidiaries, parent, directors, officers, employees, agents, and attorneys, and to hold them harmless from and against any and all claims, debts, liabilities, demands, obligations, actions, causes of action, penalties, costs and expenses (including reasonable attorneys' fees), of every kind, which they may sustain or incur based upon or arising out of any of the Obligations, or any relationship or agreement between Silicon and Borrower, or any other matter, relating to Borrower or the Obligations; provided that this indemnity shall not extend to damages proximately caused by the indemnitee's own gross negligence or willful misconduct. Notwithstanding any provision in this Agreement to the contrary, the indemnity agreement set forth in this Section shall survive any termination of this Agreement and shall for all purposes continue in full force and effect.

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N584FE), dated as of February 1, 1998, between the Lessee and the Owner Participant.

  • Purchaser Indemnity Purchaser shall indemnify, hold harmless and defend Seller, their affiliates and their respective successors, permitted assigns, directors, shareholders, officers, agents and employees from and against all Damages which Seller or any of their affiliates or their respective successors, permitted assigns, directors, shareholders, officers, agents or employees shall receive, suffer or incur, arising out of or resulting from:

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