Indemnification Contract Clauses (12,390)

Indemnification. Subject to Section 16.3 of this Lease, and except to the extent resulting from the negligence and willful misconduct of Landlord or any Landlord Parties, Tenant covenants and agrees to exonerate, indemnify, defend, protect and save Landlord, Landlord's managing agent and Landlord's mortgagee (if any) ("Landlord Parties") harmless from and against any and all claims, demands, expenses, losses, suits and damages as may be occasioned by reason of (i) any accident, injury or damage occurring in or a...bout the Premises causing injury to persons or damage to property (including, without limitation, the Premises; and (ii) the failure of Tenant to fully and faithfully perform the obligations and observe the conditions of this Lease. Subject to Section 16.3 of this Lease, and except to the extent resulting from Tenant, Tenant's agents, employees, contractors or invitees, Landlord covenants and agrees to exonerate, indemnify, defend, protect and save Tenant harmless from and against any and all claims, demands, expenses, losses, suits Page 4 and damages as may be occasioned by reason of any accident, injury or damage causing injury to persons or damage to property (including, without limitation, the Premises) resulting from the negligence or willful misconduct of Landlord. The indemnification provisions set forth in this Section 8 expressly survive termination of this Lease. View More

Indemnification. (a) Each Seller, on a several basis and not on a joint basis, shall indemnify and hold harmless Purchaser and the Company for any damages or losses sustained or incurred by Purchaser or the Company related to or arising out of (i) any breach of a representation or warranty made by such Seller herein, or (ii) any breach or non-fulfillment of any covenant of such Seller set forth herein. (b) Purchaser shall indemnify and hold harmless each Seller and the Company for any damages or losses sustained... or incurred such Seller or the Company related to or arising out of (i) any breach of a representation or warranty made by Purchaser herein, or (ii) any breach or non-fulfillment of any covenant of Purchaser set forth herein. View More

Indemnification. Advaxis hereby agrees to save, defend and hold Amgen and its Affiliates and its and their respective directors, officers, employees and agents (each, an "Amgen Indemnitee") harmless from and against any and all liabilities, expenses and losses, including reasonable legal expenses and attorneys' fees (collectively, "Losses"), to which any Amgen Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or ...indirectly out of: (a) the development, manufacture, use, handling, storage, sale or other disposition of any Product by or on behalf of Advaxis or its Affiliates or Sublicensees (b) the gross negligence or willful misconduct of Advaxis or any of its Affiliates, Sublicensees or subcontractors in performing under this Agreement, or (c) the breach by Advaxis of any warranty, representation, covenant or agreement made by Advaxis in this Agreement; except, in each case, to the extent such Losses result from clause (a), (b) or (c) of Section 13.2. 40 13.2 Indemnification by Amgen. Amgen hereby agrees to save, defend and hold Advaxis, its Affiliates, its licensees and their respective directors, officers, employees and agents (each, an "Advaxis Indemnitee") harmless from and against any and all Losses to which any Advaxis Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (a) the development, manufacture, use, handling, storage, sale or other disposition of any Product by or on behalf of Amgen or its Affiliates or Sublicensees, (b) the gross negligence or willful misconduct of Amgen or any of its Affiliates, Sublicensees or subcontractors in performing under this Agreement, or (c) the breach by Amgen of any warranty, representation, covenant or agreement made by Amgen in this Agreement; except, in each case, to the extent such Losses result from clause (a), (b) or (c) or Section 13.1. 13.3 Control of Defense. Any entity entitled to indemnification under this Article 13 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses (provided, however, that any failure or delay to notify shall not excuse any obligation of the indemnifying party except to the extent such party is actually prejudiced thereby), and the indemnifying party shall assume (and have control over) the defense of such Losses with counsel reasonably satisfactory to the indemnified party and the indemnified party shall reasonably cooperate (at the indemnifying party's reasonable expense). If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not settle any claim with respect to such Losses without the indemnified party's prior written consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses. For clarity, the indemnified party may freely withhold its consent to a settlement of a claim with respect to Losses if (i) such settlement does not include a complete release from liability of the indemnified party or if such settlement would involve undertaking an obligation (including the payment of money by an indemnified party), (ii) would bind or impair the indemnified party or (iii) includes any admission of wrongdoing or that any intellectual property or proprietary right of the indemnified party or this Agreement is invalid, narrowed in scope or unenforceable. The Indemnified Party shall not settle or compromise any claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. 13.4 Insurance. Each party, at its own expense, shall maintain product liability and other appropriate insurance (or self-insure sufficiently to provide materially the same level and type of protection) in an amount consistent with sound business practice and adequate in light of its obligations under this Agreement during the Term. Each party shall provide a certificate of insurance (or evidence of self-insurance) evidencing such coverage to the other party upon request. Such insurance will not create a limit to either party's liability hereunder. View More

Indemnification. The Company will indemnify the Executive, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by the Executive, including the cost of legal counsel selected and retained by the Executive in connection with any action, suit or proceeding to which the Executive may be made a party by reason of the Executive being or having been an officer, director, or employee of the Company or any subsidiary or affiliate of the Company, any entity advi...sed by the Company or any new platform or entity to be created by, or spun-off from, Ashford Inc., Ashford Prime or 16 Ashford Trust. The Company's obligations under this Section 14 shall be in addition to any other indemnification rights to which the Executive may be entitled. View More

Indemnification. As an officer and agent of the Company, the Employee shall be fully indemnified by the Company to the fullest extent permitted by applicable law in connection with his employment hereunder.

Indemnification. 11.1. By Company. Company will indemnify, defend, and hold harmless Google from and against all liabilities, damages, and costs (including settlement costs) arising out of a third party claim: (a) arising from any Company Content, Sites or Company Brand Features; (b) arising from Company's breach of this Agreement; or (c) arising from any Metadata Content. 11.2. By Google. (a) Google will indemnify, defend, and hold harmless Company from and against all liabilities, damages, and costs (including... settlement costs) arising out of a third party claim: (i) that authorized use of Google's technology used to provide the Services or any Google Brand Features infringes or misappropriates any copyright, trade secret, trademark or U.S. patent of that third party; or (ii) arising from Google's breach of this Agreement. (b) For purposes of clarity, Google will not have any obligations or liability under this Section 11 (Indemnification) to the extent arising from [*****]. 11.3. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed. The other party may join in the defense with its own counsel at its own expense. [*****] 12. Limitation of Liability. 12.1. Limitation. (a) NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. (b) NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR [*****]. Confidential material redacted and filed separately with the Securities and Exchange Commission. (c) THE LIMITATIONS SET FORTH IN THIS SECTION 12 WILL NOT APPLY TO ANY UNDISPUTED AMOUNTS DUE UNDER THIS AGREEMENT FROM ONE PARTY TO THE OTHER PARTY. 12.2. Exceptions to Limitations. These limitations of liability do not apply to Company's breach of Section 4 (Conflicting Services), breaches of confidentiality obligations contained in this Agreement, [*****] or indemnification obligations contained in this Agreement. View More

Indemnification. If Executive is a party to any action, suit or proceeding by reason of the fact that Executive is or was an officer or agent of the Company (a "Proceeding"), the Company will indemnify Executive to the fullest extent permitted by the laws of the state of the Company's incorporation, in effect at that time, or the certificate of incorporation and bylaws of the Company, whichever affords the greater protection to Executive.

Indemnification. Tenant shall protect, indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's partners, lenders, officers, employees, agents, representatives, and each of their respective heirs, representatives, successors and assigns (collectively, the "Indemnitees") harmless from and against any and all asserted, threatened or actual claims (including third party claims), judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings an...d costs (including, but not limited to, attorneys', experts' and consultants' fees and court costs), of any nature whatsoever (collectively, the "Claims"), arising from any brokerage commission, finder's fees or other amount due or payable in connection with this Agreement or termination of the Lease by any third parties claiming to act on behalf of Tenant. The indemnity set forth herein and in the Lease shall survive the termination of the Lease hereunder and shall continue in effect for as long as the Indemnitees may be subject to any of the Claims described above. View More

Indemnification. 14.1 By Customer. Unless prohibited by applicable law, Customer will indemnify, defend and hold harmless Google, and its Affiliates (collectively, the "Google Indemnified Parties") from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys' fees) in any Third-Party Legal Proceeding to the extent arising from (a) a third party claim that any Application, Customer Data, or Customer Brand Features infringes or misappropriates the third party's Intellect...ual Property Rights; or [*]. 14.2 By Google. Unless prohibited by applicable law, Google will indemnify, and defend and hold harmless Customer and its Affiliates, against all liabilities, damages and costs (including settlement costs and reasonable attorneys' fees) in any Third-Party Legal Proceeding to the extent: (a) [*] (b) arising from an allegation that, or Customer's use in accordance with the Agreement of, (i) the Services, Software or Google's technology used to provide the Services or (ii) any Google Brand Feature, in each case, infringes or misappropriates any third party's Intellectual Property Rights. THE FOREGOING INDEMNIFICATION OBLIGATIONS EXPRESSLY AND SPECIFICALLY SET FORTH IN THE AGREEMENT CONSTITUTE THE SOLE INDEMNIFICATION OBLIGATIONS OF BOTH PARTIES IN CONNECTION WITH THE AGREEMENT. 14.3 Exclusions. The indemnifying party's indemnification obligations under this Section 14 will not apply to the extent the underlying allegation arises from: (a) the indemnified party's breach of the Agreement; (b) modifications to the indemnifying party's technology or Brand Features by anyone other than the indemnifying party, or other than as instructed by the indemnifying party in writing; or -13- CONFIDENTIAL [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) combinations of the indemnifying party's technology or Brand Features (i) with materials not provided by the indemnifying party, (ii) by anyone other than the indemnifying party, or other than as instructed by the indemnifying party in writing, [*]. 14.4 Indemnification Procedure. In order to seek indemnification under this Section 14, the indemnified party will: (a) promptly notify the indemnifying party in writing pursuant to Section 15.1 of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 14.4(a) materially prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 14.1 or 14.2 (as applicable) will be reduced in proportion to such prejudice. (b) tender sole control and authority over the defense of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel and may join in the defense and settlement of an indemnified claim, at its own expense; and (ii) any settlement, compromise or consent requiring the indemnified party to admit liability or wrongdoing, pay money, or take (or refrain from taking) any action, or that in any manner affects, restrains, or interferes with the business of the indemnified party or any of its Affiliates or imposes any obligation on or limits any rights of the indemnified party or any of its Affiliates under the Agreement will, in each case, require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed. 14.5 Possible Infringement; Repair, Replace, or Modify. If Google reasonably believes the Services or Software infringe a third party's Intellectual Property Rights, then Google may, at its sole expense: (i) obtain the right for Customer to continue using the Services as set forth in or otherwise contemplated under the Agreement; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe without materially reducing their features, functionality, or performance. 14.6 THE INDEMNITIES ABOVE ARE THE ONLY REMEDY UNDER THE AGREEMENT FOR VIOLATION OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. View More

Indemnification. 7.1 Indemnification. The Company shall (i) indemnify the Advisor and its respective Affiliates, directors, officers, employees and agents (collectively, the "Indemnified Party"), to the fullest extent permitted by law, from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and expenses in connection therewith, including without limitation reasonable attorneys' fees and expenses ("Indemnified Liabilities") to which the Indemnified Party may b...ecome subject, directly or indirectly caused by, related to or arising out of the Services or any other advice or Services contemplated by this Agreement or the engagement of the Advisor pursuant to, and the performance by such Advisor of the Services contemplated by, this Agreement, and (ii) promptly reimburse the Indemnified Party for Indemnified Liabilities as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Company or Advisor and whether or not resulting in any liability. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. 4 7.2 Limitations on Indemnity; Restrictions on Liability. The Company shall not be liable under the indemnification contained in Section 7.1 hereof with respect to the Indemnified Party to the extent that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted directly from the Indemnified Party's willful misconduct. The Company further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company, holders of its securities or its creditors related to or arising out of the engagement of the Advisor pursuant to, or the performance by the Advisor of the Services contemplated by, this Agreement. View More