Examples of Xxxxxxx Indemnified Party in a sentence
Notwithstanding any provision hereof, neither party shall be liable hereunder to any Xxxxxxx Indemnified Party or WP Partners Indemnified Party for any incidental or consequential damages, damages for loss of profits or opportunities or exemplary or punitive damages, regardless of the circumstances from which such damages arose.
Notwithstanding the foregoing, Company shall not be responsible for the indemnification of any Xxxxxxx Indemnified Party to the extent that the Indemnified Losses of such Xxxxxxx Indemnified Party were caused by: (i) the negligence or willful misconduct of such Xxxxxxx Indemnified Party; (ii) any breach by Xxxxxxx of its covenants, obligations, warranties or representations pursuant to this Agreement; or (iii) any practice of Xxxxxxx IP or Xxxxxxx XX Rights pursuant to rights reserved to Xxxxxxx.
If a claim for indemnification shall involve a claim or demand by a third party against a Horizon Indemnified Party or a Xxxxxxx Indemnified Party (referred to in this Section as an “Indemnified Party”), the Indemnified Party will give notice of the claim to the other party (the “Indemnifying Party”), which shall detail the nature, basis and amount of the claim (the “Notice of Third Party Claim”).
Further, because there is no description of a p75-IgG1 fusion protein, there is no description of its biological activity and no way to measure this biological property.
The Super Splitter shall promptly tender to the relevant Xxxxxxx Indemnified Party cash equal to the amount of any such Losses.
For clarity, Losses shall not include any losses or damages sustained by any Xxxxxxx Indemnified Party as a result of the actions described in clauses (i) or (ii) of the immediately preceding sentence, except to the extent that such losses or damages are paid by a Xxxxxxx Indemnified Party to a Third Party or Governmental Authority as a result of a claim or Action of a Third Party or Governmental Authority.
Xxxxxxx Indemnified Party" has the meaning set forth in Section 8.1(b) of this Agreement.
IBC will also indemnify the underwriter(s), selling broker(s), dealer manager(s) and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls such Persons, to the same extent as provided above with respect to the indemnification of the Xxxxxxx Indemnified Party.
If Horizon Indemnified Party claims or Xxxxxxx Indemnified Party indemnified claims exceed the Basket, such party shall be entitled to seek compensation for all Damages in excess of such amount.
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.