XXXX INDEMNIFICATION Sample Clauses

XXXX INDEMNIFICATION. In the event any person or corporation shall attempt to assert a Mechanic’s Lien against the Leased Premises, Lessee shall hold Lessor harmless from such claim, including the cost of defense and shall provide to Lessor a Release of Mechanic’s Lien immediately upon Lessor’s request.

XXXX INDEMNIFICATION. Xxxx agrees to indemnify, defend and hold Client, and its officers, directors, employees and agents, harmless from and against all third-party claims of whatever nature arising from, related to, or caused by (i) the gross negligence or willful misconduct of Keen in performing the Services, or (ii) the material and continuing default by Keen of its contractual obligations under this Agreement, which default is not cured within 30 days following written notice thereof by Client. This indemnity and hold harmless agreement shall include indemnity against costs, expenses, damages and liabilities, including reasonable legal fees, incurred by Client in or in connection with any such claims or proceeding brought thereon and the defense thereof, but shall exclude any consequential or incidental damages suffered by Client as a result of any such claim brought by a third party. Provided, however, the indemnity afforded under this Section 4(D) shall not apply to any claim (or any liability, expense, cost, or damage in or in connection with any such claim) arising from, related to, or caused by (i) the gross negligence or willful misconduct or failure of Client or its affiliates or agents in performing its obligations hereunder, (ii) the material and continuing default by Client or its affiliates or agents of its contractual obligations under this Agreement, which default is not cured within 30 days following written notice thereof by Xxxx, or (iii) actually paid pursuant to any insurance policy covering Client or its affiliates or agents.

XXXX INDEMNIFICATION. XXXX shall indemnify, defend and hold harmless CLIENT against any Damages, whether or not foreseeable or in the contemplation of CLIENT or XXXX, that CLIENT may suffer as a result of any third party claims, suits or actions arising from XXXX’x breach of the representations and warranties in Sections 6.1 and 6.3, except to the extent the loss, damage, costs and expenses are a result of (a) CLIENT’s gross negligence or willful misconduct, (b) XXXX’x use of an application or production technique that has been developed as part of the Services or is provided by CLIENT, or (c) and XXXX’x use of CLIENT Materials.

XXXX INDEMNIFICATION. In the event any person or corporation shall attempt to assert a Mechanic’s Lien against the Leased Premises, Lessee shall hold the County harmless from such claim, including the cost of defense and shall provide to the County a Release of Mechanic’s Lien.

XXXX INDEMNIFICATION. Xxxx shall indemnify IntelGenx and its officers, directors, employees and Affiliates (collectively, the “IntelGenx Parties”) against any and all losses, liabilities, damages, costs and expenses, including without limitation costs of investigation and reasonable attorneys’ fees and expenses (collectively, “Losses”), sustained by an IntelGenx Party and arising from (i) any breach of any representation or warranty made by Xxxx in this Agreement or any agreement, instrument or document delivered by Xxxx pursuant to the terms of this Agreement, (ii) any failure to perform duly and punctually any covenant, agreement or undertaking on the part of Xxxx contained in this Agreement, or except, in each case, to the extent such Losses are caused by IntelGenx’s breach of this Agreement or the willful misconduct or negligence of IntelGenx.

XXXX INDEMNIFICATION. If any mechanic’s or materialmen’s lien is filed against the Premises as a result of any work or act relating to the Lessee, the Lessee shall discharge the lien within twenty (20) days after the filing of the lien by paying the disputed amount or posting a bond and promptly pursuing and obtaining its discharge. If the Lessee fails to discharge the lien as provided herein, the Authority may bond or pay the lien or claim for the account of the Lessee without inquiring into the validity thereof. The Lessee is required to reimburse the Authority for all funds spent to bond or discharge the lien and any additional costs associated therewith, including but not limited to attorneys’ fees and court costs.

XXXX INDEMNIFICATION. Customer shall indemnify, defend and hold harmless Xxxx against all damages, losses, costs, awards, and expenses (including all reasonable legal fees) and other liabilities of any kind, howsoever arising, resulting from any infringement or alleged infringement or (i) it shall promptly, upon becoming aware of any such claim, notify Customer and provide Customer with all reasonable assistance in connection with the defence of any such claim, (ii) it shall not make any admission as to liability or compromise or agree to any settlement of any such claim without the prior written consent of Customer; and (iii) it grants Customer the right to have sole control over the conduct of, or settlement of, all negotiations and litigation arising from any such claim. The same applies if any such material is defamatory or offensive, untrue, racially offensive or an incitement to racial hatred or otherwise in breach of an individual’s right to privacy or human rights or actionable in law in any jurisdiction. Zelt reserves the right to remove any such infringing material.

XXXX INDEMNIFICATION. XXXX shall indemnify, defend and hold harmless PURCHASER and its directors, officers, employees, subcontractors, agents and Affiliates from and against any and all Claims in connection with (a) Xxxx'x violation of any regulatory rules, regulations or laws relating to the manufacturing of the Devices, (b) XXXX'x negligence or willful misconduct, or (c) XXXX'x breach of this Agreement, except to the extent any of the foregoing (a) is caused solely by the negligence or willful misconduct of the Indemnified Parties or solely by the breach by PURCHASER of its obligations under this Agreement.

XXXX INDEMNIFICATION. POC will indemnify, defend and hold harmless B&A against and in respect to claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies including penalties, interest and attorney fees that B&A incurs or suffers that arise from any material breach of, or failure by POC to substantially perform, any of its representations, warranties, covenants or agreement set forth in this Agreement or that relate to or arise from events, incidents, occurrences, acts or omissions by POC relating to the Equipment after the Closing Date.

XXXX INDEMNIFICATION. Subject to the limitations set forth below, XXXX, at its own expense, shall indemnify, defend (or at XXXX'x option and expense, settle) and hold Yahoo and any Yahoo Affiliates and their officers, directors, employees, agents, distributors and licensees (the "YAHOO INDEMNIFIED PARTY(IES)") harmless from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), whether required to be paid to a third party or otherwise incurred in connection with or arising from any claim, suit, action or proceeding (collectively, a "CLAIM"), incurred or suffered by a Yahoo Indemnified Party to the extent the basis of such Claim is that: (i) Yahoo U.K. or any Local Content (to the extent distinct from Yahoo Properties provided by Yahoo to XXXX) infringe any: (1) patent; (2) copyright; (3) trade secret; or (4) trademark of a third party; (ii) XXXX does not have the right to license the Local Content as set forth herein; or (iii) XXXX has breached any of its duties, representations or warranties under this Agreement; PROVIDED, HOWEVER, that XXXX shall have no obligation to the Yahoo Indemnified Parties pursuant to this Section unless: (x) Yahoo gives XXXX prompt written notice of the Claim; and (y) in the case of third party claims, XXXX is given the right to control and direct the investigation, preparation, defense and settlement of the Claim; and Yahoo provides XXXX with reasonable assistance in the defense or settlement thereof; and PROVIDED FURTHER that if any settlement results in any ongoing liability to, or prejudices or detrimentally impacts Yahoo or any Yahoo Affiliate, and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Yahoo's written consent, which consent shall not be unreasonably withheld or delayed. In connection with the defense of any such Claim, each indemnified person may have its own counsel in attendance at all public interactions and substantive negotiations at its own cost and expense.