Indemnification Contract Clauses (12,390)

Indemnification. To the maximum extent permitted under applicable law, the undersigned agrees to indemnify and hold harmless the Company and its officers, directors, employees, agents, shareholders and affiliates from and against all damages, losses, costs and expenses (including reasonable attorneys' fees) that they may incur by reason of the failure of the undersigned to fulfill any of the terms or conditions of this Subscription Agreement, or by reason of any breach of the representations and warranties made,... or any inaccurate or incomplete information provided, by the undersigned herein or in the undersigned's related Confidential Purchaser Questionnaire or in any document provided by the undersigned to the Company. View More

Indemnification. To the extent permitted by law and the Company's governing documents and applicable insurance agreements, Company shall indemnify Executive, hold Executive harmless, and make advances for expenses (including attorneys and costs) to Executive (subject to Executive's providing an undertaking to repay Company that is acceptable to Company) with respect to any and all losses, claims, demands, liabilities, costs, damages, expenses (including, without limitation, reasonable attorneys' fees and expense...s) and causes of action imposed on, incurred by, asserted against or to which Executive may otherwise become subject by reason of or in connection with any act or omission of Executive, including any negligent act or omission, for and on behalf of Company that occurs during Executive's employment with the Company or in connection with Executive providing cooperation to the Company as set forth in Section 15, that Executive reasonably and in good faith believes is in furtherance of the interest of Company, unless such act or omission constitutes gross negligence or intentional misconduct or is outside of the scope of Executive's authority, provided, however, that this Section 21 shall not be construed to grant Executive a right to be indemnified by Company for actions or proceedings brought by Company for breach or anticipated breach of this Agreement by Executive. 20 22. Severability. If any provision or any part thereof of this Agreement, including Sections 7, 8, 9, 10 and 11 hereof, as applied to either party or to any circumstances, shall be adjudged by a court of competent jurisdiction to be invalid or unenforceable, the same shall in no way affect any other provision or remaining part thereof of this Agreement, which shall be given full effect without regard to the invalid or unenforceable provision or part thereof, or the validity or enforceability of this Agreement. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. View More

Indemnification. 14.1 MERIAL's Indemnity Except to the extent caused by SCYNEXIS's negligence or willful misconduct, MERIAL hereby agrees to indemnify and hold SCYNEXIS (and its directors, officers, employees, agents, successors and assigns) harmless from and against any and all Losses arising out of or connected with a third party claim relating to: i) to any breach by MERIAL of any of its representations and warranties contained in this Agreement or ii) any claim of infringement of any Intellectual Property of... third parties arising from or relating to performance of the Services; or iii) the use by MERIAL, or its Affiliates, sublicensees, employees, agents and consultants of the compounds delivered by SCYNEXIS hereunder, except to the extent such Losses are attributable to a breach by SCYNEXIS of its representations and warranties in this Agreement or the negligent acts or omissions or willful misconduct in SCYNEXIS's performance of the Services. MERIAL shall not be liable under this Section 14 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, which consent shall not be unreasonably withheld. 14.2 MERIAL will not be responsible for, or indemnify SCYNEXIS for, any acts performed by SCYNEXIS, or any one working for SCYNEXIS, outside the scope of the Services, whether on SCYNEXIS's premises, MERIAL's premises, or elsewhere. 14.3 SCYNEXIS's Indemnity Except to the extent caused by MERIAL's negligence or willful misconduct, SCYNEXIS hereby agrees to indemnify and hold MERIAL (and its Affiliates and respective directors, officers, employees, agents, successors and assigns) harmless from and against any and all Losses arising out of or connected with a third party claim relating to: i) any breach by SCYNEXIS of its representations and warranties in this Agreement; 12/19/2011 CONFIDENTIAL Page 9 [*] = 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. ii) SCYNEXIS' negligent acts or omissions or willful misconduct in the performance of the services hereunder or the synthesis, labeling or handling of the Compounds provided to MERIAL or the synthesis or handling of Compounds acquired from third parties. SCYNEXIS shall not be liable under this Section 14 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, which consent shall not be unreasonably withheld. 14.4 The indemnified party shall notify the indemnifying party promptly in writing of any such claim, and the indemnifying party shall have the sole control of the defense and all related settlement negotiations (unless any settlement involves anything other than the payment of money exclusively by the indemnifying party). The indemnified party shall provide the indemnifying party with reasonably requested assistance, information, and authority to perform the above. View More

Indemnification. 14.1. 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) that any Company Content, Sites, Approved Client Applications, or Company Brand Features (i) [*] or (iii) violates any other applicable laws; (b) arising from Company's breach of this Agreement, or (c) [*]. In addition, Company will indemnify, defend, and hold harmless Google from and against all liabi...lities, damages, and costs (including settlement costs) arising out of all third party claims: [*]. * Information redacted pursuant to a confidential treatment request by Blucora, Inc. under 5 U.S.C. §552(b)(4) and 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2, and submitted separately with the Securities and Exchange Commission. 11 14.2. 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 Google's technology used to provide the Services or any Google Brand Features [*]. For purposes of clarity, Google will not have any obligations or liability under this Section 14 (Indemnification) arising from any content to which Search Results or Ads link. (b) Except as expressly provided in this Section 14.2(b), in no event will Google be obligated to directly indemnify for any [*]. Notwithstanding anything in this Agreement that may be construed to the contrary and only in compliance with the Indemnification Process described below, [*]. For purposes of this Agreement, "Indemnification Process" shall mean the process by which [*] pursues indemnification by means other than by the filing or initiation of a lawsuit, arbitration or similar proceeding against Company and pursuant to the indemnification process described in its applicable agreement with Company, which process shall be no less protective of Google than the indemnification procedure set forth in Section 14.3 below. Google shall not be obligated to indemnify Company for any damages or costs incurred in connection with a claim that arises from [*] pursuit of indemnification for any reason by means other than the Indemnification Process. By way of example, [*] may not make a claim for indemnification against Company by filing or initiating a lawsuit or arbitration proceeding against Company. 14.3. 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. THE INDEMNITIES IN SUBSECTIONS 14.1(a), 14.2(a) (i), and 14.2(a)(ii) ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. View More

Indemnification. The Executive shall be entitled to indemnification by the Company or Inland REIT consistent with the terms of the Company's or Inland REIT's bylaws or equivalent organizational documents or indemnification policies in effect from time to time; provided, however, that the Company or Inland REIT shall not be required to pay any amounts under any such indemnification policy except upon receipt of an unsecured undertaking by the Executive to repay any such amounts as are ultimately determined by a f...inal judgment of a court of competent jurisdiction that the Executive is not entitled to indemnification by the Company or Inland REIT. Executive will also be covered under the Company's or Inland REIT's directors and officers insurance policy, if any, pursuant to the terms of such policy for so long as the Company or Inland REIT maintains such coverage for any director or officer of the Company. The Company's and Inland REIT's obligations under this Section will survive termination or expiration of this Agreement and any termination of Executive's employment with the Company for any reason, subject to the terms of the applicable policy as may be in effect at the Company or Inland REIT. 13 13. Successors and Assigns. This Agreement and all rights hereunder are personal to Executive and shall not be assignable by Executive; provided, however, that any amounts that shall have become payable under this Agreement prior to Executive's death shall inure to the benefit of Executive's heirs or other legal representatives, as the case may be. This Agreement shall be binding upon and inure to the benefit of the Company's successors, including any entity that succeeds to the business and interests of the Company whether by merger, consolidation, purchase of assets or otherwise, of all or substantially all of the Company's assets and business. View More

Indemnification. 12.1 Indemnification by Manufacturer. Manufacturer will indemnify, defend and hold harmless Anterios, its Affiliates and their respective officers, directors, employees and agents (each a "Anterios Indemnitee") from and against any and all losses, damages, liabilities or expenses (including reasonable attorneys fees and other costs of defense) (collectively, "Losses") in connection with any and all actions, suits, claims or demands that may be brought or instituted against any Anterios Indemnite...e by any third party based on, arising out of, or resulting from, any (a) breach by Manufacturer 20 of its representations, warranties or covenants under this Agreement, or (b) negligent act or omission or the willful misconduct of any Manufacturer Indemnitees in performing obligations under this Agreement. 12.2 Indemnification by Anterios. Anterios will indemnify, defend and hold harmless Manufacturer, its Affiliates and their respective officers, directors, employees and agents (each a "Manufacturer Indemnitee") from and against any and all Losses in connection with any and all actions, suits, claims or demands that may be brought or instituted against any Manufacturer Indemnitee by any third party based on, or arising out of, or resulting from (a) the use of the Product, except to the extent that such Losses are within the scope of the indemnification obligation of Manufacturer under Section 12.1, (b) any breach by Anterios of its representations, warranties or covenants under this Agreement, or (c) any negligent act or omission or the willful misconduct of any Anterios Indemnitees in performing obligations under this Agreement. 12.3 Procedures. Each party agrees to notify the other party within [*] of receipt of any claims made for which the other party might be liable under Section 12.1 or 12.2, as the case may be. Subject to Section 12.4, the indemnifying party will have the right to defend, negotiate, and settle such claims. The party seeking indemnification will provide the indemnifying party with such information and assistance as the indemnifying party may reasonably request, at the expense of the indemnifying party. The parties understand that no insurance deductible will be credited against losses for which a party is responsible under this Section 12. 12.4 Settlement. Neither party will be responsible or bound by any settlement of any claim or suit made without its prior written consent; provided, however, that the indemnified party will not unreasonably withhold or delay such consent. If a settlement contains an absolute waiver of liability for the indemnified party, and each party has acted in compliance with the requirements of Section 12.3, then the indemnified party's consent will be deemed given. Notwithstanding the foregoing, Manufacturer will not agree to settle any claim on such terms or conditions as would impair Anterios' ability or right to Manufacture, market, sell or otherwise use Product, or as would impair Manufacturer's ability, right or obligation to perform its obligations under this Agreement. 12.5 Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; PROVIDED, HOWEVER, THAT THIS LIMITATION WILL NOT APPLY TO DAMAGES RESULTING FROM BREACHES BY A PARTY OF ITS DUTY OF CONFIDENTIALITY AND NON-USE IMPOSED UNDER SECTION 10 OR ITS INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 12. 21 13. Insurance. Each party shall maintain during the term of this Agreement policies of insurance in the amounts and of the types reasonably appropriate for the conduct of their respective businesses. Each party shall, upon request, provide the other party with a certificate from an insurance carrier demonstrating that such appropriate insurance coverage is in place and setting forth the type and policy limits of such insurance policies. View More

Indemnification. The Executive entered into an indemnification agreement with the Bank dated June 15, 2010, pursuant to which, to the extent permitted by law and applicable regulations of the BGFRS and OCC, the Bank, and as applicable BCH, shall indemnify the Executive if he was or is a party or is threatened to be made a party in any action brought by a third party against the Executive (whether or not the Bank or BCH is joined as a party defendant) against expenses, judgments, fines, settlements and other amou...nts actually and reasonably incurred in connection with said action if the Executive acted in good faith and in a manner the Executive reasonably believed to be in the best interests of the Bank and BCH (and with respect to a criminal proceeding if the Executive had no reasonable cause to believe his conduct was unlawful), provided that the alleged conduct of the Executive arose out of and was within the course and scope of his employment as an officer or Executive of the Bank and BCH. View More

Indemnification. a. The Company agrees to indemnify, defend, and hold harmless Consultant, its assignees, and their respective directors, officers, managers, partners, employees, attorneys and agents, and to defend any action brought against said parties with respect to any and all claims, demands, causes of action, debts or liabilities, including reasonable attorneys' fees, arising out of work performed under this Agreement, including breach of the Company of this Agreement, unless caused by the grossly neglige...nt actions of Consultant. b. Consultant agrees to indemnify, defend, and shall hold harmless the Company, its directors, officers, employees, attorneys, and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant. c. In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying Party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying Party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld. View More

Indemnification. The Company shall indemnify you against any and all losses, liabilities, damages, expenses (including attorneys' fees) judgments, fines and amounts incurred by you in connection with any claim, action, suit or proceeding (whether civil, criminal, administrative or investigative), including any action by or in the right of the Company, by reason of any act or omission to act in connection with the performance of your duties hereunder to the fullest extent that the Company is permitted to indemnif...y you against the foregoing under applicable law. The Company shall at all times cause you to be included, in your capacities hereunder, under all liability insurance coverage (or similar insurance coverage), including directors' and officers' liability insurance, maintained by the Company. View More

Indemnification. In connection with and as part of the engagement contemplated herein, the Company agrees to indemnify, defend and hold Midtown harmless in accordance with the indemnification rider attached hereto as Exhibit A.