The Company’s Indemnification. The Company shall indemnify, defend, save, and hold the Selling Shareholder (and any person who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), with respect to which a registration or qualification has been effected pursuant to this Agreement, harmless from and against any and all liabilities, claims, damages, demands, expenses, and losses, including but not limited to interest, penalties, court costs, attorneys' fees, and settlements approved by the Company, which consent shall not be unreasonably withheld, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement or prospectus, or any amendment or supplement thereto, incident to any such registration or qualification, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act applicable to the Company in connection with any such registration or qualification, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable to any such person in any case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission (or alleged untrue statement or omission), made in reliance upon and in conformity with written information furnished to the Company by such Holder or controlling person and stated to be specifically for use therein or the preparation thereby.
The Company’s Indemnification. The Company shall indemnify, defend, save, and hold each Selling Holder harmless from and against any and all liabilities, claims, damages, demands, expenses, and losses, including but not limited to interest, penalties, court costs, reasonable attorneys' fees, and settlements approved by the Company, which approval shall not be unreasonably withheld, resulting from any untrue statement of a material fact contained in any registration statement or in any other document filed with the SEC pursuant to this Agreement, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been based upon (i) information furnished in writing to the Company by such Selling Holder, any agent for such Selling Holder, an underwriter, or another selling shareholder for inclusion in such registration statement or other document, or (ii) the circumstances set forth in Section 7.2(b) of this Agreement.
The Company’s Indemnification. The Company will indemnify and protect Plan Sponsor and hold Plan Sponsor harmless against any and all losses, liabilities, penalties, fines, costs, damages, and expenses, that Plan Sponsor incurs, including reasonable attorneys’ fees and costs, which arise out of:
(1) the Company or its vendors’, subcontractors’ or authorized agents’ gross negligence or willful misconduct in the performance of the Company or its vendors’, subcontractors’ or authorized agents’ obligations under this Agreement; and
(2) the Company’s material breach of this Agreement. If the parties are unable to mutually resolve the matter, or are unable to resolve it through mediation, the indemnification obligations set forth in this Section are enforceable against the Company only as determined by a court or other tribunal having jurisdiction of the matter. Plan Sponsor will remain responsible for payment of benefits and the Company's indemnification will not extend to indemnification of Plan Sponsor or the Plan against any claims, liabilities, damages, judgments, or expenses that constitute payment of Plan benefits.
The Company’s Indemnification the Company agrees to indemnify and hold harmless Nanotailor from and against, any claim, loss, damage, cost or expense whatsoever, including attorneys’ fees and expenses of litigation, which Nanotailor may incur or suffer by reason, either directly or indirectly of the following:
(i) The inaccuracy of any representation or warranty made by the Company hereunder;
(ii) The breach of any of the agreements or covenants of the Company contained herein or in any certificate or other document delivered by the Company to Nanotailor in accordance with the terms hereof, and
The Company’s Indemnification. The Company shall;
13.1.1 indemnify; and
13.1.2 save harmless; Canada (and her employees, servants and agents),
13.1.3 from and against all claims, demands, losses, penalties, damages, costs, (including reasonable solicitor and own-client costs and expert witness costs), actions, suits or other proceedings whatsoever, whether groundless or otherwise,
13.1.4 brought or prosecuted in any manner which heretofore or hereafter may be made by a third party against Canada or her employees, servants and agents;
13.1.5 however and whenever arising out of, relating to, occasioned by or attributed to,
a) any acts or conduct (including, without limitation, omissions, misrepresentations, errors and offences) of the Company, its employees, servants, agents, advisors, sub-licensees or Affiliates (whether by reason of negligence or otherwise) in the performance by the Company of the provisions of the License Agreement or any activity undertaken or purported to be undertaken under the authority or pursuant to the terms of the License Agreement, including without limitation, exercise of the Licensed Rights and Commercialization;
b) any infringement or alleged infringement by the Patents, the Licensed Rights or Licensed Products of proprietary rights of any including, without limitation, patent, trade-xxxx, copyright or trade secret rights;
c) any claim the Patents, the Licensed Rights or the Licensed Products or any aspect or use thereof by the Company infringes or constitutes misappropriation of the intellectual property rights of any third party; and
d) any claim or demand against the Patents, the Licensed Rights, the Licensed Products or the interest of Canada or the Company therein. Further, the Company shall not third party Canada for any such claims, actions, suits or other proceedings taken solely against the Company and the Company hereby expressly waives any rights it has against Canada for claims of infringement.
The Company’s Indemnification. China Luxuriance and the China Luxuriance Shareholder, jointly and severally, agree to indemnify and hold harmless the Company, and each of its current and former directors, officers, employees, Affiliates and agents from and against any loss, claim, liability, cost, expense or other damages (including reasonable legal fees and expenses) (a “Company Loss”) which is caused by or arises out of: (a) any breach or default in the performance by China Luxuriance or the China Luxuriance Shareholder of any covenant or agreement made by China Luxuriance or the China Luxuriance Shareholder in this Agreement; (b) any breach of any representation or warranty made by China Luxuriance or the China Luxuriance Shareholder in this Agreement; and (c) any and all Litigation incident to any of the foregoing.
The Company’s Indemnification. To the extent permitted by law, the Company, from and after Closing, shall defend, indemnify and hold Flextrend harmless from and against any and all damage, loss, cost, expense, obligation, claim or liability, including reasonable counsel fees and reasonable expenses of investigating, defending arid prosecuting litigation (collectively, the "Liability"), suffered by Flextrend as a result of (i) any cost, liability or obligation that was not assumed by Flextrend pursuant to Section 6 (other than Liability resulting from the inaccuracy of any representation or warranty or the breach of a covenant by Flextrend contained in this Agreement); (ii) the failure of the Company to comply with the bulk sales laws of Texas or any other jurisdiction in connection with the transactions provided for in this Agreement; (iii) any brokers' or finders' fees or commissions arising with respect to brokers or finders retained or engaged by the Company and resulting from or relating to the transactions contemplated in this Agreement; (iv) the inaccuracy of any representation or warranty of the Company set forth in this Agreement; and (v) the breach of, or failure to perform or satisfy, any of the covenants of the Company set forth in this Agreement.
The Company’s Indemnification. Throughout the term of this Agreement and thereafter, the Company shall indemnify, defend, and hold the University and its regents, employees, and agents harmless from all suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys' and investigative expenses), relating to or arising out of the manufacture, use, lease, sale, or other disposition of a Licensed Product, including, without limitation, breach of contract and warranty and products-liability claims relating to a Licensed Product and claims brought by a sublicensee.
The Company’s Indemnification. SMSBIZ, YAP and CHUA, jointly and severally, agree to indemnify and hold harmless the Company, and each of its current and former directors, officers, employees, Affiliates and agents (hereinafter known as “Cardtrend Party”) from and against any loss, claim, liability, cost, expense or other damages (including reasonable legal fees and expenses) (a “Company Loss”) which is caused by or arises out of: (a) any breach or default in the performance by SMSBIZ, YAP and CHUA of any covenant or agreement made by SMSBIZ, YAP and CHUA in this Agreement; (b) any breach of any representation or warranty made by SMSBIZ, YAP and/or CHUA in this Agreement; and (c) any and all Litigation incident to any of the foregoing.
The Company’s Indemnification. The Company agrees to indemnify, defend and hold harmless Buyer and its officers, directors, shareholders, employees, agents and affiliates ("Indemnified Buyer") against any and all losses, claims, damages or liabilities and actions, and any reasonable legal or other expenses or costs incurred by any Indemnified Buyer in connection with any such loss, claim, damage, liability or action, regardless of whether an action or claim has been filed or asserted against an Indemnified Buyer after the Closing Date, arising from, in connection with or with respect to the following items (the "Indemnified Buyer Losses"): (a) any misrepresentation made by the Company, or breach or inaccuracy of any representation or warranty (whether made as of the signing of this Agreement, as of the Closing or as of any other date specified in such representation or warranty) made by the Company under this Agreement or in any other agreement or document delivered pursuant hereto or in connection herewith or with the closing of the transactions contemplated hereby (except for any such unintentional breach, inaccuracy or misrepresentation that has been disclosed by the Company to Buyer in writing prior to the closing, if Buyer elects to close notwithstanding); (b) any nonfulfillment of or failure to comply with any agreement, condition or covenant on the part of the Company under this Agreement or any other agreement or document delivered pursuant hereto or in connection herewith or with the closing of the transactions contemplated hereby (except for any such unintentional nonfulfillment or failure to comply that has been disclosed by the Company to Buyer in writing prior to the closing, if Buyer elects to close notwithstanding).
