Xxxxxx Indemnity. The Holder shall indemnify and hold harmless the Company, its affiliates, its counsel, officers, directors and representatives, any underwriter (as defined in the 1000 Xxx) and each person, if any, who controls the Company or the underwriter (within the meaning of the 1933 Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the 1933 Act, the Exchange Act or any state securities law, and the Company shall reimburse each such Holder, affiliate, officer or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any loss, claim, damage, liability or action; insofar as such losses, claims, damages or liabilities (or actions and respect thereof) arise out of or are based upon any statements or information provided by the Holder to the Company expressly for use in connection with the offer or sale of Registerable Securities.
Xxxxxx Indemnity. Xxxxxx shall indemnify, defend and hold harmless Broadridge and its Affiliates and its and their respective directors, officers, employees, agents, successors and permitted assigns (“Ridge Indemnitees”) from and against any and all Losses incurred by Ridge Indemnitees arising out of or resulting from any third-party claims related to:
(i) Data or information provided by Xxxxxx or Client so long as such claims relate to the data or information at the time they were initially provided to Broadridge or Ridge by Xxxxxx or Client and in the form they were initially provided to Broadridge or Ridge by Xxxxxx or Client; (ii) Xxxxxx or Client’s failure to comply with any Client Laws;
(iii) physical injury to persons or tangible personal property caused by the fault or negligence of Xxxxxx’x or Client’s officers, employees, agents or representatives;
(iv) any Customer Dispute (as defined below) with respect to the Services, except to the extent that such Customer Dispute arise from (a) Broadridge or Ridge’s gross negligence, willful misconduct or fraud; (b) a Ridge operational error for which Ridge is responsible under Section 15.B (Historical Losses) (below); (c) a claim for which Xxxxxx or Client is indemnified under Section 14.A (Ridge Indemnity); or (d) a matter that would give rise to an indemnification obligation of Broadridge or Ridge under the Asset Purchase Agreement. For purposes of the forgoing, a “Customer Dispute” shall mean any error, controversy, dispute or discrepancy between Xxxxxx or Client and any of its Customers, any Customers’ accounts, any counterparty to a transaction by Xxxxxx or Client, and any of its correspondents or any of their Customers or related to the Customers or any Customers accounts or clearing broker proprietary accounts;
Xxxxxx Indemnity. Each Holder shall indemnify and hold harmless the Company, its affiliates, its counsel, underwriter (as defined in the 0000 Xxx) and each person, if any, who controls the Company or the underwriter (within the meaning of the 1933 Act or liabilities (joint or several) to which they may become subject under the 1933 Act, the Exchange Act or any state securities law, and the Holder shall reimburse the Company, affiliate, officer or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; insofar as such losses, claims, damages or liabilities (or actions and respect thereof) arise out of or are based upon any statements or information provided by such Holder to the Company in connection with the offer or sale of Registrable Securities.
Xxxxxx Indemnity. Xxxxxx shall defend, indemnify and hold harmless Onconova, Temple University and their respective Affiliates, directors, officers, agents, successors, assignees and employees (the “Onconova Indemnitees”) from and against any and all Damages to the extent arising from any claim, action or proceeding made or brought against Onconova Indemnitees by a Third Party in connection with (a) the gross negligence, recklessness, or intentional wrongful acts or omissions of Xxxxxx or its Affiliates or their respective employees, officers, independent contractors, consultants, or agents, in connection with the performance by or on behalf of Xxxxxx of Xxxxxx’x obligations or exercise of its rights under this Agreement; (b) any breach by Xxxxxx or its Affiliates or their respective independent contractors of any representation, warranty, covenant, or obligation of Xxxxxx set forth in this Agreement; and (c) the development, manufacture (other than by Onconova, its agents, contract manufacturers or any other Third Parties engaged by Onconova), use, handling, storage, commercialization, transfer, importation, exportation or labeling of the Compounds and/or Licensed Products by or for Xxxxxx or any of its Affiliates or their agents and independent contractors on or after the Effective Date; except in any such case to the extent such Damages are reasonably attributable to any gross negligence, recklessness, willful misconduct, or breach of this Agreement by Onconova or an Onconova Indemnitee; provided that Xxxxxx’x obligation to defend, indemnify and hold harmless Temple University shall be to the extent Onconova would be required to indemnify Temple University pursuant to the Temple Agreement for the relevant claims.
Xxxxxx Indemnity. Xxxxxx shall defend, indemnify and hold harmless Salix, its Affiliates and their respective directors, officers, shareholders, employees and agents, and their respective successors and permitted assigns (“Salix Indemnitees”) from any and all claims, actions, causes of action, liabilities, losses, costs, damages or expenses, including reasonable attorneys’ fees (“Losses”), which directly or indirectly arise out of or relate to (a) a breach or failure to perform by Xxxxxx of any warranty, representation, covenant or agreement made by Xxxxxx in this Agreement, (b) the negligence, recklessness or willful misconduct of Xxxxxx in the performance of its obligations under this Agreement, or (c) any Third Party allegations, claims, investigations or demands relating to Xxxxxx’x sale of Generic Product using Xxxxxx trade dress, in each case except for those Losses for which Salix has an obligation to indemnify the Xxxxxx Indemnitees pursuant to Section 10.2, as to which Losses each party shall indemnify the other to the extent of its respective liability.
Xxxxxx Indemnity. Each Holder shall indemnify and hold harmless the Company, its affiliates, its counsel, officers, directors and representatives, any underwriter (as defined in the 0000 Xxx) and each person, if any, who controls the Company or the underwriter (within the meaning of the 0000 Xxx) against liabilities (joint or several) to which they may become subject under the 1933 Act, the Exchange Act or any state securities law, insofar as based upon such losses, claims, damages or liabilities (or actions and respect thereof) arise out of or are solely based upon any statements or information provided by such Holder to the Company expressly for use in a Registration Statement relating to the offer or sale of Registerable Securities and the Holder shall reimburse the Company or such affiliate, counsel, officer, director, representative or underwriter for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action provided that a Holder shall be liable under this Section 6(b) for only that amount as shall not exceed the net proceeds actually received by such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.
Xxxxxx Indemnity. Baxter shall defend, indemnify and hold harmless Kamada, its successors, assignees, affiliates, directors, officers, agents and employees , from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable attorney’s fees and costs of investigation and litigation regardless of outcome) as the result of claims, demands, actions and other proceedings which may be made or instituted against any of them by third parties (including any governmental authority) arising out of: (i) any material breach by Baxter of any of its representations, warranties, covenants or material obligations under this Agreement; (ii) the negligence, gross negligence, recklessness or willful misconduct of Baxter, its affiliates or agents in the performance of Bxxxxx’x obligations hereunder or (iii) the failure of Baxter, its affiliates or agents to comply with applicable laws, rules or regulations in the manufacture of Paste; provided that this indemnity shall not apply to the extent any such liabilities, losses, damages or expenses arise out of: (A) any material breach by Kamada of any of its representations, warranties, covenants or material obligations under this Agreement; (B) the negligence, gross negligence, recklessness or willful misconduct of Kamada, its affiliates or agents in the performance of Kamada’s obligations hereunder. Notwithstanding the foregoing, Baxter shall not be obligated pursuant to this Section 7(b) to the extent Kamada is required to indemnify Baxter under Section 7(a) hereof.
Xxxxxx Indemnity. Each Holder shall indemnify and hold harmless the Company, its affiliates, its counsel, officers, directors, shareholders and representatives, any underwriter (as defined in the 0000 Xxx) and each person, if any, who controls the Company or the underwriter (within the meaning of the 1933 Act or liabilities (joint or several) to which they may become subject under the 1933 Act, the Exchange Act or any state securities law, and the Holder shall reimburse the Company, affiliate, officer or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; insofar as such losses, claims, damages or liabilities (or actions and respect thereof) arise out of or are based upon any statements or information provided by such Holder to the Company in connection with the offer or sale of Registerable Securities.
Xxxxxx Indemnity. The Holder shall indemnify and hold harmless the Company, its affiliates, its counsel, officers, directors and representatives, any underwriter (as defined in the 0000 Xxx) and each person, if any, who controls the Company or the underwriter (within the meaning of the 1933 Act or liabilities (joint or several) to which they may become subject under the 1933 Act, the Exchange Act or any state securities law, and the Company shall reimburse each such Holder, affiliate, officer or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any loss, claim, damage, liability or action; insofar as such losses, claims, damages or liabilities (or actions and respect thereof) arise out of or are based upon any statements or information provided by such Holder to the Company in connection with the offer or sale of Registrable Securities.
Xxxxxx Indemnity. Each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, officers, partners, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, each other Holder (if any), and each of their officers, directors and partners, and each person controlling such other Holder(s), 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 such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, and will reimburse the Company and such other Holder(s) and their directors, officers and partners, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein, and provided that the maximum amount for which such Holder shall be liable under this indemnity shall not exceed the net proceeds received by such Holder from the sale of the Registrable Securities. The indemnity agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld).
