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. 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. 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. 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. At Xxxxxx’x expense as provided herein, Xxxxxx agrees to defend, indemnify, and hold harmless Vendor and its directors, officers, agents, employees, members, subsidiaries and successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorneys’ fees, experts’ fees and court costs, arising out of any claim by a third party (a) related to (i) Xxxxxx’x breach of this Agreement and/or (ii) Xxxxxx’x violation of the law, including any law relating to Personal Data; (iii) any injury to any person or persons or damage to tangible or intangible property caused by use of the Vendor System, but only to the extent that such injury or damage is [*]; and/or (b) based on Vendor’s authorized use of the Xxxxxx Content or the Xxxxxx Property (collectively, “Xxxxxx Indemnified Claims”), including the payment of all amounts that a court or arbitrator awards or that Xxxxxx agrees to in settlement of any such Xxxxxx Indemnified Claims as well as any and all reasonable expenses or charges as they are incurred by Vendor or any other party indemnified under this Section 21 (Indemnification) in cooperating in the defense of any such Xxxxxx Indemnified Claims. Vendor shall: (A) give Xxxxxx prompt written notice of such Xxxxxx Indemnified Claim; and (B) once Xxxxxx has unconditionally accepted the tender of Vendor’s defense, allow Xxxxxx to control, and fully cooperate with Xxxxxx (at Xxxxxx’x sole expense) in, the defense and all related negotiations. Xxxxxx shall not enter into any stipulated judgment or settlement that purports to bind Vendor (other than with respect to monetary damages which are to be paid by Xxxxxx pursuant to this Section) without Vendor’s express written authorization, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Xxxxxx shall have no indemnity obligation for Xxxxxx Indemnified Claims arising from use of the Xxxxxx Content or the Xxxxxx Property in excess of the rights granted hereunder.
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. Xxxxxx agrees to indemnify and hold harmless Yolo and SBDC, and their employees, agents and elective and appointive boards from and against any damages, such as property damage, personal injury, and liabilities of every kind, nature and description, including costs and attorney's fees, arising directly or indirectly out of any negligent or intentional acts or omissions of Xxxxxx, its employees, or invitees in the course of the performance of actions under this Agreement.
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. 1. Bandura shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US patents, copyrights, or trade secrets, provided that Customer promptly notifies Bandura in writing of the claim, cooperates with Bandura, and allows Bandura sole authority to control the defense and settlement of such claim.
