Xxxxx Indemnity. (a) With the exception of infringement claims or actions covered by Article 10, XXXXX shall defend, indemnify and hold harmless VION and its fellows, trustees, officers, directors, stockholders, Affiliates, employees and agents from and against any and all claims, demands, damages, losses and expenses of any nature (including attorney's fees), including death, personal injury, illness, property damage or products liability, arising from or in connection with any of the following:
Xxxxx Indemnity. In addition to all other indemnifications provided for in this Agreement, the Xxxxx Partner hereby covenants and agrees to indemnify and to hold harmless Star and its affiliates, and their respective officers, directors and agents (collectively, “Star Indemnified Party”) and the Partnership from and against all claims, losses, liabilities, damages (including repairs and replacement costs), fines, penalties, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, expenses of investigation, reasonable fees and disbursements of counsel and other experts, as the case may be) (collectively “Losses”) sustained or incurred by the Star Indemnified Party or the Partnership but only to the extent that such Losses, in the aggregate, exceed $100,000, and limited, in any event, to the Xxxxx Partner’s contribution to the capital of the Partnership, as follows:
Xxxxx Indemnity. FESCO will indemnify, defend and hold harmless WebMD and its affiliates and its and their respective officers, directors, employees, agents, successors and assigns with respect to any Liabilities to the extent that such Liabilities are based upon:
Xxxxx Indemnity. Subject to Sections 11.4 through 11.8, Xxxxx will indemnify, defend, and hold Client’s Indemnified Parties harmless from and against any and all Damages incurred by such Indemnified Parties that arise out of or relate to (a) any failure to provide the Security Services, (b) any misappropriation of Client’s Intellectual Property, (c) any third-party claim that the Core Systems or any of the Services infringe upon or otherwise violate such party’s rights (d) Daric's unauthorized suspension, termination or disabling of the Services or the Lending Platform, (e) any act or omission taken by Xxxxx in connection with any principal and agent claim or any circumstances caused by Xxxxx that invalidate, challenge, compromise, alter or otherwise put into doubt the independent contractor status of the relationship between the Parties or (f) any of Daric’s representation or warranties being false at any time, or (g) any willful, knowing or intentional failure by Xxxxx to perform any of the covenants or other obligations contained in this Agreement.
Xxxxx Indemnity. Xxxxx shall indemnify and hold harmless Client (and its subsidiaries, affiliates, officers, agents, co-‐branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by Client as a result of any claim, judgment, or adjudication against Client arising from a claim that Client's use of the Xxxxx Content, as permitted under this Agreement, infringes Intellectual Property rights of a third party or arising from a claim which results from Xxxxx’x breach of the warranties and agreements contained in this Agreement. To qualify for such defense and payment, Client must: (i) give Xxxxx prompt written notice of a claim; and (ii) allow Xxxxx to control, and fully cooperate with Xxxxx in, the defense and all related negotiations. Xxxxx shall have no obligation to indemnify Client under this Section to the extent the infringement arises from (i) the Client Content, (ii) specifications provided by Client or its agents; (iii) derivative works of the Product created by Client, (iv) use of the Product in combination with non-‐Xxxxx approved third party products, including hardware and software, (v) modifications or maintenance of the Product by a party other than Xxxxx, (vi) misuse of the Product, and (vii) failure of Client to implement any improvement or updates to the Product, if the infringement claim would have been avoided by the use of the improvement or updates.
Xxxxx Indemnity. (a) (i) ADMI agrees to assign all rights under the Xxxxx Indemnity that relate to the Telecom Assets to Purchaser at the Closing.
Xxxxx Indemnity. In addition to any indemnities set forth in any ---------------- other agreements between Xxxx and any affiliates of DSN (such as EDC), Xxxx agrees to indemnify, defend and hold DSN, its parent, subsidiary and affiliate companies, and their respective officers, directors, employees and agents, successors and assigns (the "DSN Indemnitees") harmless from and against --all penalties, claims, orders, judgments, expenses, fines, remedies (including, but not limited to, damages), costs (including but not limited to reasonable attorney's fees and litigation costs), liabilities and losses ("herein Losses") directly or indirectly caused by, or arising directly or indirectly from, or directly or indirectly related to, any actual or alleged pollution, release, contamination, discharge, dumping, or any other actual or alleged environmental violation or harm or threat of whatever type or nature (including but not limited to, any violation of laws or for the violation of any federal, state or local statutes or regulations currently enacted or made effective after the date hereof and which are intended to be, or are being, applied for protecting or preserving the environment) (herein "Environmental Claims") now on, in or under or emanating from, or occurring or coming on, in or under or emanating from, the Leased Premises or any part thereof prior to the Commencement Date of this Lease; provided, that, Xxxx shall have no obligation to indemnify or defend the DSN Indemnitees from Losses for Environmental Claims caused by any DSN Indemnitees or an Environmental Claim for which DSN must indemnify and hold the Xxxx Indemnitees harmless under Sections 10.2 hereof
Xxxxx Indemnity. Subject to Section 8.4(a), Xxxxx shall indemnify, defend and hold harmless Unigene, its Affiliates and their respective directors, officers, employees, stockholders, agents, licensors, suppliers and manufacturers and their respective successors, heirs and assigns (the “Unigene Indemnitees”) from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon such Unigene Indemnitees, or any of them, in connection with any Third Party claims, suits, actions, demands or judgments, including product liability matters, to the extent arising, (i) as a consequence of a material breach by Xxxxx of its representations, warranties, covenants or agreements hereunder, (ii) the conduct by or on behalf of Xxxxx of clinical trials and development and commercialization activities relating to the Licensed Products, (iii) out of the development, sale or use by any Person of any Licensed Products sold by or on behalf of Xxxxx or any of its Affiliates or Sublicensees under this Agreement or (iv) from an Assumed Liability (as defined in the Assignment Agreement) under an Assigned Contract from and after the Effective Date, except in each case to the extent caused by the gross negligence, willful misconduct or fraud of Unigene.
Xxxxx Indemnity. Xxxxx agrees to indemnify and hold harmless the Company and its respective affiliates, officers, directors, employees and shareholders (other than Xxxxx and his successors in interest), and their successors and assigns from, against and with respect to any and all losses, claims, shortages, damages, liabilities, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or in any manner incident, relating or attributable to any breach of, or failure by Xxxxx to perform or observe in full, any covenant, agreement or condition to be performed or observed by Xxxxx under this Agreement.
Xxxxx Indemnity. Xxxxx Note II shall replace the Pledged Note under the Indemnity Agreement, and the Indemnity Agreement shall be amended to limit Xxxxx’x indemnity under the Merger Agreement to $500,000.
