Xxxxxxx Indemnification. (a) The Affiliates jointly and severally agree to indemnify and hold Optio and its officers, directors and affiliates, including Xxxxxxx after the Closing (the "XXXXXXX INDEMNIFIED PARTIES"), harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation and defense relating to such claim, loss, liability, damage, deficiency, cost or expense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred or suffered by the Xxxxxxx Indemnified Parties, or any of them (including Xxxxxxx after the Closing), directly or indirectly, as a result of (i) any breach or inaccuracy of a representation or warranty of Xxxxxxx or the Affiliates contained in this Agreement, (ii) any failure by Xxxxxxx or the Affiliates to perform or comply with any covenant applicable to it contained in this Agreement, (iii) any adjustment to the Purchase Price pursuant to Section 4.1 hereof in connection with the Net Book Value determination or the Accounts Receivable Adjustment, or (iv) the incurrence by Xxxxxxx and/or the Affiliates of third party expenses, including without limitation legal and accounting fees incurred by Xxxxxxx and/or the Affiliates in connection with this Agreement and the Transaction. The aggregate indemnification obligation of the Affiliates shall be limited to the Purchase Price, plus any consideration received by the Shareholders pursuant to the terms of the Translink Agreement ("INDEMNIFICATION FUND"). In addition, no Affiliate will be obligated to pay to Optio more than the amount of the Indemnification Fund received by such Affiliate as set forth on Schedule 1.2(a) hereof (and, the purposes of these provisions, the PRO RATA portion of the Indemnification Fund for (i) X. Xxxxxxx shall include amounts paid to MA LP and (ii) X. Xxxxxxx shall include amounts paid to Xxxxxxx XX [for purposes of clarification, Optio may not collect the same amount twice for the same loss from the Shareholder and the Principal thereof]). The Affiliates shall not have any right of contribution from Xxxxxxx with respect to any Loss claimed by a Xxxxxxx Indemnified Party, including, but not limited to, a claim pursuant to Section 6.2(b) hereof.
Xxxxxxx Indemnification. Sellers to indemnify Purchasers with respect to any breach of Seller's warranties and representations, which shall be limited to authority, breach of other agreement, and title issues
Xxxxxxx Indemnification. Without prejudice to its obligations under Clause 10.1, Xxxxxxx shall indemnify, defend and hold harmless Genmab and Genmab’s Indemnified Parties from and against all Losses arising out of or resulting from: (i) the practice by Xxxxxxx, its Affiliates or sublicensees of any right granted to Xxxxxxx herein; or (ii) any aspect of the Manufacture, Development or Commercialisation of Licensed Product by or on behalf of Xxxxxxx or its Affiliates or sublicensees hereunder (including, without limitation, product liability claims); in each case except to the extent such Losses arose or resulted from the negligence, recklessness or wilful misconduct of any Genmab Indemnified Party.
Xxxxxxx Indemnification. Xxxxxxx shall defend, indemnify and hold Supplier harmless from and against any damage (including incidental and consequential damages), expense (including reasonable attorney's fees), loss, lawsuit, claim, demand, or liability arising out of bodily injury (including death), property damage, or personal injury to the extent such arises out of (i) Xxxxxxx’x breach of this Agreement or (ii) Xxxxxxx’x production and sale of Products pursuant to a Xxxxxxx License Agreement.
Xxxxxxx Indemnification. Baxter shall indemnify and hold harmless Accentia and its Affiliates, as well as their respective officers, shareholders, directors and employees, agents, successors and assigns, against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees) resulting from any third party claims made or suits brought due to or arising out of Xxxxxx’x wrongful act, omission or negligence in connection with the performance of Xxxxxx’x obligations under the Agreement or breach by Baxter of any of its representations, warranties or obligations under this Agreement. This indemnity shall not apply to the extent such claims, liabilities or causes of action are caused by the fault, breach of contract or tort (including negligence and strict liability) of Accentia.
Xxxxxxx Indemnification. An indemnification agreement (the “Xxxxxxx Indemnification”) from the Xxxxxxx Indemnitor in favor of the Administrative Agent and each of the Lenders concerning any and all loss or damage occasioned or otherwise suffered by the Administrative Agent and/or the Lenders resulting in any way from any claim, action, demand, or liability asserted (whether or not suit is instituted) by, or related to, the obligations of the Xxxxxxx Group Entities to, or collateral held by, the Integrated Group as set forth in such Agreement.
Xxxxxxx Indemnification. To the extent authorized by Law, Lessor will indemnify, defend and hold harmless Lessee and its directors, officers, agents, employees, and contractors, together with any of their respective successors and assigns, from and against any claims, liabilities, damages, costs, penalties, forfeitures, losses or expenses (including but not limited to actual attorneys’ fees and legal costs) to the extent resulting from any injury, loss or damage to persons or property arising out of the negligence or willful misconduct of Lessor or the Lessor Indemnitees arising out of Lessor’s performance of its obligations under this Lease.
Xxxxxxx Indemnification. Subject to the terms of this Environmental Agreement, Xxxxxx’x agrees to release, indemnify and hold harmless the Commission and any subdivision or agency thereof, including any public officials, directors, officers, agents, employees, and any assignees under Paragraph 12 of this Agreement, against and with respect to any and all damages, claims, losses, liabilities and expenses, including without limitation legal fees and Environmental Costs which may be imposed upon, incurred by or asserted against any of them pursuant to the requirements of any governmental authority, including but not limited to the IDEM and the US EPA, and any unrelated third party, arising out of, in connection with or relating to (i) any Environmental Conditions (including but not limited to the release of Hazardous Substances) not existing on the date of this Environmental Agreement, but rather arising or occurring after the date of this Environmental Agreement (excluding, however, the migration of any such Hazardous Substances onto the Property from other sites or of existing Hazardous Substances from the Property, provided that the Hazardous Substances have not migrated from a release first occurring on other property owned or operated by Xxxxxx’x or a related entity during Xxxxxx’x ownership), or (ii) any exacerbation by act or omission of Xxxxxx’x or its directors, officers, agents, employees, contractors, or invitees, of any Environmental Condition covered by the Commission’s Indemnification under Paragraph 4.
Xxxxxxx Indemnification. In addition to its obligations in Paragraph 14.1, Xxxxxxx shall indemnify and hold NeoRx harmless from and against any and all liabilities, claims, damages, costs, expenses or money judgments that result from the Development, manufacture, promotion, sale or use of any and all Pre-Targeting Products under this Agreement.
Xxxxxxx Indemnification. Xxxxx X. Xxxxxx, Xx. shall indemnify Buyer and hold him harmless from and against any and all claims arising out of or in connection with Xx. Xxxxxx'x ownership of the Shares and management of the Company prior to the date of this Agreement.
