Indemnification Contract Clauses (12,390)

Grouped Into 316 Collections of Similar Clauses From Business Contracts

This page contains Indemnification clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Indemnification. Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in par...t out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness. View More
Found in UNIVERSAL BIOSENSORS INC contract
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Indemnification. Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, law, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising i...n part out of an Indemnifiable Event, Claim, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness. View More
Found in POLARITYTE, INC. contract
Indemnification. Subject to Section 9 and Section 10 the terms of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase (but not to decrease) the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Clai...m by reason of or arising arising, in part whole or in part, out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness. View More
Found in Real Good Food Company, Inc. contract
Indemnification. Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Delaware Nevada in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase (but not decrease) the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Claim by r...eason of or arising in part out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness. View More
Found in Lightwave Logic, Inc. contract
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Indemnification. Each Person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in set...tlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. View More
Found in TrustCo Bank Corp NY contract
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Indemnification. Each Person Subject to requirements of applicable state law, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the Board Company to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceedin...g to which he may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. behalf, unless such loss, cost, liability, or expense is a result of his own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons individuals may be entitled under the Company's Certificate of Incorporation or Bylaws, by-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. View More
Found in Vector Group contract
Indemnification. Each Person Subject to requirements of applicable state law, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the Board Company to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceedin...g to which he may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. behalf, unless such loss, cost, liability, or expense is a result of his own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons individuals may be entitled under the Company's Certificate of Incorporation or Bylaws, by-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. View More
Found in Douglas Elliman Inc. contract
Indemnification. Each Person Subject to the requirements of Pennsylvania law, each individual who is or shall have been a member of the Committee Board or the Compensation Committee, or an officer of the Board Company to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or p...roceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him, him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his his/her own behalf. behalf, unless such loss, cost, liability, or expense is a result of his/her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons individuals may be entitled under the Company's Certificate Articles of Incorporation or Bylaws, Bylaws (each as amended from time to time), as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. View More
Found in AMPCO PITTSBURGH CORP contract
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Indemnification. The Company shall indemnify the Executive to the fullest extent permitted by law (including a payment of expenses in advance of final disposition of a proceeding) as in effect at the time of the subject act or omission, or by the Charter or Bylaws of the Company as in effect at such time, or by the terms of any indemnification agreement between the Company and the Executive, whichever affords greatest protection to the Executive, and the Executive shall be entitled to the protection of any insur...ance policies the Company may elect to maintain generally for the benefit of its officers or, during the Executive's service in such capacity, directors (and to the extent the Company maintains such an insurance policy or policies, in accordance with its or their terms to the maximum extent of the coverage available for any company officer or director), against all costs, charges and expenses whatsoever incurred or sustained by the Executive (including but not limited to any judgment entered by a court of law) at the time such costs, charges and expenses are incurred or sustained, in connection with any action, suit or proceeding to which the Executive may be made a party by reason of the Executive's being or having been an officer or employee of the Company, or serving as an officer or employee of an affiliate of the Company, at the request of the Company, other than any action, suit or proceeding brought against the Executive by or on account of the Executive's breach of the provisions of any employment agreement with a third party that has not been disclosed by the Executive to the Company. The provisions of this Section 8 shall specifically survive the expiration or earlier termination of this Agreement. View More
Found in CoreCivic contract
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Indemnification. The Company shall indemnify the Executive to the fullest extent that would be permitted by law (including a payment of expenses in advance of final disposition of a proceeding) as in effect at the time of the subject act or omission, or by the Charter or Bylaws Certificate of Incorporation of the Company as in effect at such time, or by the terms of any indemnification agreement between the Company and the Executive, whichever affords greatest protection to the Executive, and the Executive shall... be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its officers or, during the Executive's service in such capacity, directors (and to the extent the Company maintains such an insurance policy or policies, in accordance with its or their terms to the maximum extent of the coverage available for any company officer or director), against all costs, charges and expenses whatsoever incurred or sustained by the Executive (including but not limited to any judgment entered by a court of law) at the time such costs, charges and expenses are incurred or sustained, in connection with any action, suit or proceeding to which the Executive may be made a party by reason of the Executive's his being or having been an officer or employee of the Company, or serving as an officer or employee of an affiliate of the Company, at the request of the Company, other than any action, suit or proceeding brought against the Executive by or on account of the Executive's his breach of the provisions of any employment agreement with a third party that has not been disclosed by the Executive to the Company. The provisions of this Section 8 7 shall specifically survive the expiration or earlier termination of this Agreement. 9 of 11 8. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and prior understanding or representation of and kind preceding the date of this agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this agreement. This agreement may be modified in writing and any such modifications must be signed by both the company and the employee. View More
Found in CTD HOLDINGS INC contract
Indemnification. The Company shall agrees to indemnify and hold the Executive harmless to the fullest extent permitted by law (including a payment the laws of expenses in advance the State of final disposition Delaware and under the bylaws of a proceeding) the Company, both as in effect at the time of the subject act or omission, or by the Charter or Bylaws of the Company as in effect at such time, or by the terms of any indemnification agreement between the Company and the Executive, whichever affords greatest ...protection to the Executive, and omission. In connection therewith, the Executive shall be entitled to the protection of any insurance policies which the Company may elect elects to maintain generally for the benefit of its officers or, during the Executive's service in such capacity, Company's directors (and to the extent the Company maintains such an insurance policy or policies, in accordance with its or their terms to the maximum extent of the coverage available for any company officer or director), and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive (including but not limited to any judgment entered by a court of law) at the time such costs, charges and expenses are incurred or sustained, in connection with any action, suit or proceeding to which the Executive may be made a party by reason of the Executive's his being or having been an a director, officer or employee of the Company, or serving as an officer or employee of an affiliate of the Company, at the request of the Company, other than Company. This provision shall survive any action, suit or proceeding brought against the Executive by or on account termination of the Executive's breach of the provisions of any employment agreement with a third party that has not been disclosed by the Executive to the Company. The provisions of this Section 8 shall specifically survive the expiration or earlier termination of this Agreement. hereunder. View More
Found in ANTARES PHARMA, INC. contract
Indemnification. The With respect to any acts or omissions that may have occurred prior to termination of the Executive's employment, the Company shall will indemnify the Executive (and his legal representatives or other successors) to the fullest extent permitted by law (including a payment of expenses in advance of final disposition of a proceeding) by the laws of the State of California, as in effect at the time of the subject act or omission, or by the Charter or Bylaws Certificate of Incorporation and By-La...ws of the Company Company, as in effect at such time, or by the terms of any indemnification agreement between the Company and the Executive, whichever affords greatest protection to the Executive, and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers or, during the Executive's service in such capacity, directors (and to the extent the Company maintains such an insurance policy or policies, the Executive shall be covered by such policy or policies, in accordance with its or their terms terms, to the maximum extent of the coverage available for any company Company officer or director), against all costs, charges and expenses whatsoever incurred or sustained by the Executive (including but not limited to any judgment entered by a court of law) him or his legal representatives at the time such costs, charges and expenses are incurred or sustained, sustained (including any time following Executive's termination of employment), in connection with any action, suit or proceeding to which the Executive he (or his legal representatives or other successors) may be made a party by reason of the Executive's his 13 being or having been an a director, officer or employee of the Company, Company or any subsidiary thereof, or his serving or having served any other enterprises as an a director, officer or employee of an affiliate of the Company, at the request of the Company, other than any action, suit or proceeding brought against the Executive by or on account of the Executive's breach of the provisions of any employment agreement with a third party that has not been disclosed by the Executive to the Company. The provisions of this Section 8 shall specifically survive the expiration or earlier termination of this Agreement. View More
Found in AMERICAN APPAREL, INC contract
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Indemnification. To the extent permitted by law, all employees, officers, directors, agents and representatives of the Company shall be indemnified by the Company and held harmless against any claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, whether as a member of the Committee or otherwise, except to the extent that such claims arise from gross negligence, willful neglect, or willful misconduct.
Found in Trevi Therapeutics, Inc. contract
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Indemnification. To the extent permitted by law, the Plan Administrator (as defined in Appendix A) and all employees, officers, directors, agents and representatives of the Company shall Plan Administrator will be indemnified by the Company and held harmless against any claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, whether as a member of the Committee or otherwise, Plan except to the extent that such claims arise from gr...oss negligence, willful neglect, or willful misconduct. View More
Found in Epizyme, Inc. contract
Indemnification. To the extent permitted by law, the Plan Administrator and all employees, officers, directors, agents and representatives of the Company shall be indemnified by the Company and held harmless against any claims and the all associated expenses of defending against such claims, resulting from any action or conduct relating to the administration of the this Plan, whether as a member of the Committee or otherwise, except to the extent that such claims arise from gross negligence, willful neglect, or ...willful misconduct. The Company shall advance all expenses for which a party is indemnified under this Section 17 to such indemnified party or shall arrange for direct payment of any such expenses by the Company. View More
Found in Viela Bio, Inc. contract
Indemnification. To the extent permitted by law, all employees, officers, directors, agents and representatives of the Company, to the extent not otherwise indemnified by the Company by agreement, pursuant to the Certificate of Incorporation or otherwise, shall be indemnified by the Company and held harmless against any claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, whether as a member of the Board or the Committee or oth...erwise, except to the extent that such claims arise from gross negligence, willful neglect, or willful misconduct. View More
Found in Dyne Therapeutics, Inc. contract
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Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney's fees and expenses) incurred as a result of such party's breach of any representation, warranty, covenant or agreement in this Agreement.
Found in Crescent Acquisition Corp contract
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Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney's and documented attorneys' fees and expenses) incurred as a result of such party's breach of any representation, warranty, covenant or agreement in this Agreement.
Found in GigCapital2, Inc. contract
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney's and documented attorneys' fees and expenses) incurred as a result of such party's breach of any representation, warranty, covenant or agreement in this Agreement.
Found in GigCapital3, Inc. contract
Indemnification. Each party shall indemnify the other and the underwriter of the IPO against any loss, cost or damages (including reasonable attorney's fees and expenses) incurred as a result of such party's breach of any representation, warranty, covenant or agreement in this Agreement.
Found in Brilliant Acquisition Corp contract
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Indemnification. The Company shall defend and indemnify Executive in his capacity as President and Chief Executive Officer of the Company to the fullest extent permitted under the Delaware General Corporation Law ("DGCL"). The Company shall also maintain a policy for indemnifying its officers and directors, including but not limited to the Executive, for all actions permitted under the DGCL taken in good faith pursuit of their duties for the Company, including but not limited to maintaining an appropriate level ...of Directors and Officers Liability coverage and maintaining the inclusion of such provisions in the Company's by-laws or articles of incorporation, as applicable and customary. The rights to indemnification shall survive any termination of this Agreement. View More
Found in AzurRx BioPharma, Inc. contract
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Indemnification. The Company shall defend and indemnify Executive in his her capacity as Senior Vice President of Clinical Development and Chief Executive Officer Medical Affairs of the Company to the fullest extent permitted under the Delaware General Corporation Law ("DGCL"). ("D GCL" ). The Company shall also maintain a policy for indemnifying its officers Executives and directors, including but not limited to the Executive, for all actions permitted under the DGCL taken in good faith pursuit of their duties ...for the Company, including but not limited to maintaining an appropriate level of Directors and Officers Executives Liability coverage and maintaining the inclusion of such provisions in the Company's Company' s by-laws or articles of incorporation, as applicable and customary. The rights to indemnification shall survive any termination of this Agreement. View More
Found in TITAN PHARMACEUTICALS INC contract
Indemnification. The Company shall defend and indemnify Executive in his capacity as President and Chief Executive Financial Officer of the Company to the fullest extent permitted under the Delaware General Corporation Law ("DGCL"). The Company shall also maintain a policy for indemnifying its officers and directors, including but not limited to the Executive, for all actions permitted under the DGCL taken in good faith pursuit of their duties for the Company, including but not limited to maintaining an appropri...ate level of Directors and Officers Liability coverage and maintaining the inclusion of such provisions in the Company's by-laws or articles of incorporation, as applicable and customary. The rights to indemnification shall survive any termination of this Agreement. -13- 18. TRADE SECRETS OF OTHERS. It is the understanding of both the Company and Executive that Executive shall not divulge to the Company and/or its subsidiaries any confidential information or trade secrets belonging to others, including Executive's former employers, nor shall the Company and/or its Affiliates seek to elicit from Executive any such information. Consistent with the foregoing, Executive shall not provide to the Company and/or its Affiliates, and the Company and/or its Affiliates shall not request, any documents or copies of documents containing such information. View More
Found in AzurRx BioPharma, Inc. contract
Indemnification. The Company shall defend and indemnify Executive in his capacity as President and Executive Chief Executive Officer of the Company, and with respect to all services performed by Executive for the Company and as an employee, to the fullest extent permitted under the Delaware General Corporation Law ("DGCL"). law. The Company shall also maintain a policy for indemnifying its officers and directors, including but not limited to the Executive, for all actions permitted under the DGCL Nevada law take...n in good faith pursuit of their duties for the Company, including but not limited to maintaining an appropriate level of Directors and Officers Liability coverage and maintaining the inclusion of such provisions in the Company's by-laws or articles of incorporation, as applicable and customary. The rights to indemnification shall survive any termination of this Agreement. View More
Found in WRAP TECHNOLOGIES, INC. contract
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Indemnification. The Company shall indemnify and hold Executive harmless to the maximum extent permitted by Section 2-418 of the Maryland General Corporations Law or its successor statute, or if greater, by the Company's Bylaws, by any applicable resolution of the Board or by the terms providing the most extensive indemnification contained in any written agreement between the Company and any director or officer of the Company. The Company shall make Executive a named beneficiary under all director and officer li...ability policies maintained by the Company from time to time for the benefit of its directors and officers, entitled to all benefits provided thereunder to persons serving in a comparable role as an officer of the Company. View More
Found in Redwood Trust, Inc. contract
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Indemnification. The Company shall indemnify and hold Executive harmless to the maximum extent permitted by Section 2-418 of the Maryland General Corporations Law or its successor statute, or if greater, by the Company's Bylaws, by any applicable resolution of the Board or by the terms providing the most extensive indemnification contained in any written agreement between the Company and any director or officer of the Company. The Company shall make Executive a named beneficiary under all director and officer li...ability policies maintained by the Company from time to time for the benefit of its directors and officers, entitled to all benefits provided thereunder to persons serving in a comparable role as an officer of the Company. During the Term and for a term of six years thereafter, the Company shall purchase and maintain, at its own expense, directors and officers liability insurance providing coverage for Executive in respect of acts and omissions of the Executive in her capacity as such and occurring during Executive's employment. View More
Found in Redwood Trust, Inc. contract
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Indemnification. As provided in an Indemnification Agreement previously entered into between the Company and the Executive, a copy of which is annexed as Exhibit B, the Company shall indemnify the Executive, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of him being an officer, director or employee of the Company or of any subsidiary or affiliate of... the Company. The Company shall provide, at its expense, directors and officers insurance for the Executive in amounts and for a term consistent with industry standards. View More
Found in Better Choice Co Inc. contract
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Indemnification. As provided in an Indemnification Agreement previously to be entered into between the Company and the Executive, a copy of which is annexed as Exhibit B, C, the Company shall indemnify the Executive, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he the Executive may be made a party by reason of him the Executive being an officer, director or employee of the Company... or of any subsidiary or affiliate of the Company. The Company shall provide, at its expense, directors and officers insurance for the Executive in amounts and for a term consistent with industry standards. View More
Found in Better Choice Co Inc. contract
Indemnification. As provided in an Indemnification Agreement previously entered into between which the Company and the Executive, a copy of which is annexed as Exhibit B, Executive have previously entered into, the Company shall indemnify the Executive, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by him in connection with any claim, action, suit or proceeding to which he may be made a party by reason of him being an officer, director or employe...e of the Company or of any subsidiary or affiliate of the Company. The Company shall provide, at its expense, directors and officers insurance for the Executive in amounts and for a term consistent with industry standards. View More
Found in ASPEN GROUP, INC. contract
Indemnification. As provided in an Indemnification Agreement previously entered into between which the Company and the Executive, Executive have previously entered into, a copy of which is annexed as Exhibit B, the Company shall indemnify the Executive, to the maximum extent permitted by applicable law, law for the performance of his duties and responsibilities as Executive, against all costs, charges and expenses incurred or sustained by him in connection with any claim, action, suit or proceeding to which he m...ay be made a party by reason of him being an officer, director or employee of the Company or of any subsidiary or affiliate of the Company. The Company shall provide, at its expense, directors and officers insurance for the Executive in amounts and for a term consistent with industry standards. View More
Found in Mount TAM Biotechnologies, Inc. contract
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Indemnification. Except to the extent caused by the negligence, willful misconduct, or violation of any law (through no fault of Subtenant or any of Subtenant's agents, invitees, employees or contractors) by Sublandlord or any of Sublandlord's agents, employees, contractors or invitees, Subtenant shall indemnify, defend and hold Sublandlord harmless from all Claims, including, without limitation, any sums for which Sublandlord may be liable to Master Landlord under any indemnity or hold harmless in the Master Le...ase ("Master Lease Indemnity") and reasonable attorneys' fees and costs to the extent arising from: (a) Subtenant's use of the Sublease Premises or the conduct of its business or any activity, work, or thing done, permitted or suffered by Subtenant in or about the Sublease Premises, (b) any breach or default in the performance of any obligation to be performed by Subtenant under the terms of this Sublease (or any consents thereto) and (c) the negligence or willful misconduct of Subtenant or of its directors, officers, agents, employees, licensees or invitees, provided that, except for a Master Lease Indemnity, in no event shall Subtenant be liable for consequential or punitive damages. In case any action or proceeding shall be brought against Sublandlord by reason of any such claim, Subtenant upon notice from Sublandlord shall defend the same at Subtenant's expense by counsel approved in writing by Sublandlord and Subtenant's insurance carrier. To the fullest extent permitted by law, Subtenant, as a material part of the consideration to Sublandlord, hereby assumes all risk of and waives all Claims against Sublandlord with respect to damage to property or injury to persons in, upon or about the Sublease Premises from any cause whatsoever except that which is caused by the failure of Sublandlord to observe any of the terms and conditions of this Sublease, provided that in no event shall Sublandlord be liable for any special, consequential or punitive damages. The provisions of this Section 15 shall survive the Expiration Date or earlier termination of this Sublease. View More
Found in MOBILEIRON, INC. contract
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Indemnification. Except (a) Notwithstanding anything to the extent caused contrary contained in this Sublease or the Overlease, Sublandlord shall not be required to provide any of the indemnifications that Overlandlord has agreed to provide in the Overlease, whether or not specified in the Overlease or required by law, and "Sublandlord and Overlandlord" shall be substituted for "Landlord" in the negligence, willful misconduct, Overlease in the case of all of Subtenant's indemnification obligations incorporated b...y reference. 14 (b) Subtenant shall not do or permit any act or thing to be done upon the Sublease Premises that may subject Sublandlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of any law (through no fault requirement of law, and shall exercise such control over the Sublease Premises as to fully protect Sublandlord from and against any such liability. Subtenant shall defend, indemnify and save harmless Sublandlord, any partner, member, officer, trustee, director, shareholder, employee, representative, contractor or agent of Sublandlord, Overlandlord, any mortgagee or superior lessor, and any other party that Sublandlord indemnifies under the Overlease, and their respective direct and indirect partners, members, shareholders, officers, employees, agents and contractors (collectively, the "Indemnitees") from and against all claims, actions, or proceedings (the "Claims") of whatever nature, including without limitation (i) any accident, injury or damages whatsoever to any person or to the property of any person and occurring during the term of this Sublease in or about the Sublease Premises, including as a result of any Subtenant Changes, alterations, repairs or maintenance made by or on behalf of Sublandlord, (ii) any accident, injury or damage occurring outside of the Sublease Premises, but anywhere within or about the Building, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Subtenant or any of Subtenant's agents, invitees, employees (iii) any breach, violation or contractors) by Sublandlord nonperformance of any covenant, condition or agreement in this Sublease or the Overlease set forth and contained on the part of Subtenant to be fulfilled, kept, observed and performed pursuant to this Sublease, (iv) any of Sublandlord's agents, employees, contractors environmental claim relating in any way to Subtenant's operation or invitees, Subtenant shall indemnify, defend and hold Sublandlord harmless from all Claims, including, without limitation, any sums for which Sublandlord may be liable to Master Landlord under any indemnity or hold harmless in the Master Lease ("Master Lease Indemnity") and reasonable attorneys' fees and costs to the extent arising from: (a) Subtenant's use of the Sublease Premises or the conduct of its business Building, (v) any mechanic's or any activity, work, other lien or thing done, permitted encumbrance or suffered by Subtenant in or about the Sublease Premises, (b) any breach or default in the performance of any obligation to be performed by Subtenant under the terms of this Sublease (or any consents thereto) and (c) the negligence or willful misconduct of Subtenant or of its directors, officers, agents, employees, licensees or invitees, provided that, except for a Master Lease Indemnity, in no event shall Subtenant be liable for consequential or punitive damages. In case any action or proceeding shall brought thereon based upon an alteration or other repair, Subtenant Changes or services performed by or for Subtenant, (vi) any holding over by Subtenant beyond the Expiration Date, (vii) the exercise by Subtenant or any party claiming by or through Subtenant of any rights against Overlandlord granted to Subtenant hereunder and (viii) Sublandlord's failure or refusal to give its approval to any proposed (x) Subtenant Changes or (y) assignment or sublease, including claims that may be brought made against Sublandlord by reason the proposed sub-subtenant or assignee or by any broker or other persons claiming a commission or similar compensation in connection with the proposed assignment or subletting. This indemnity and hold harmless agreement shall indemnify the Indemnitees from and against any and all obligations (including without limitation studies, assessments, removal, mitigating and remedial actions), losses, claims, suits, judgments, liabilities, fines, penalties, damages, actual out-of-pocket costs and expenses (including without limitation actual out-of-pocket reasonable attorneys' and consultants' fees and expenses) of any kind or nature incurred in or in connection with any such claim, Subtenant upon notice from Sublandlord shall defend Claim brought thereon and the same at Subtenant's expense by counsel approved in writing by Sublandlord and Subtenant's insurance carrier. To defense thereof, except to the fullest extent permitted by law, Subtenant, as such Claim is a material part result of the consideration Indemnitees' own gross negligence or willful misconduct. If any Claim is made or brought against any Indemnitee, which Claim Subtenant shall be obligated to Sublandlord, hereby assumes all risk of and waives all Claims against Sublandlord with respect to damage to property indemnify such Indemnitee against, then, upon demand by such Indemnitee, Subtenant, at its sole expense, shall resist or injury to persons in, upon or about defend such Claim in the Sublease Premises from any cause whatsoever except that which is caused Indemnitee's name, if necessary, by the failure of Sublandlord to observe any of the terms and conditions of this Sublease, provided that in no event such attorneys as such Indemnitee shall Sublandlord be liable for any special, consequential or punitive damages. reasonably approve. The provisions of this Section 15 27 shall survive the Expiration Date or earlier sooner termination of this Sublease. View More
Found in MeiraGTx Holdings plc contract
Indemnification. Except A. Subject to the terms and provisions of Section 15(B) hereof, Sublandlord, Prime Landlord and the employees, agents, contractors, licensees and invitees of each (collectively, "Indemnified Parties"), shall not be liable to Subtenant, and Subtenant shall indemnify and hold harmless the Indemnified Parties from and against any and all suits, claims, demands, liabilities, damages, costs and expenses of every kind and nature (including, without limiting the generality of the foregoing, reas...onable attorneys' fees, disbursements and court costs, penalties and fines suffered or paid by Prime Landlord and/or Sublandlord in any action or proceeding between or among Subtenant and Prime Landlord and/or Sublandlord, any third party and/ Prime Landlord and/or Sublandlord, or otherwise) arising out of the following: 1. any injury or damage to any person happening in the Sublease Premises, or for any injury or damage to the Sublease Premises, Building or the Furniture (as hereinafter defined), or to any property of Subtenant or of any other natural person or persons, partnership, corporation, limited liability company, firm, association or other form of business or legal association or entity (each, a "Person") on or about the Sublease Premises, but in all of the aforementioned cases, only to the extent caused any such damage or injury is not cause by the negligence, willful misconduct, negligent acts or violation omissions of Sublandlord or Prime Landlord, or by Sublandlord or Prime Landlord's failure to abide by the terms and conditions of the Sublease or the Prime Lease, as applicable; 2. default by Subtenant in the payment of the Rent or any other default by Subtenant in the observance or performance of, or compliance with any of the terms, provisions or conditions of this Sublease or the Prime Lease, including, without limitation, such matters relating to obtaining the possession of the Sublease Premises following any such default; 3. the exercise by Subtenant or any Person claiming through or under Subtenant of any law (through no fault claims against Prime Landlord not permitted by this Sublease; 4. any holdover beyond the expiration or sooner termination of the Term of this Sublease; or 5. any negligent or willful acts or omissions of Subtenant or of any employees, agents, contractors, licensees or invitees of Subtenant or any of Subtenant's agents, invitees, employees such Person, in or contractors) by Sublandlord or any of Sublandlord's agents, employees, contractors or invitees, Subtenant shall indemnify, defend and hold Sublandlord harmless from all Claims, including, without limitation, any sums for which Sublandlord may be liable to Master Landlord under any indemnity or hold harmless in the Master Lease ("Master Lease Indemnity") and reasonable attorneys' fees and costs to the extent arising from: (a) Subtenant's use of about the Sublease Premises or the conduct of its business or any activity, work, or thing done, permitted or suffered by Subtenant Building. B. Subtenant's obligations in or about the Sublease Premises, (b) any breach or default in the performance of any obligation to be performed by Subtenant under the terms of this Sublease (or any consents thereto) and (c) the negligence or willful misconduct of Subtenant or of its directors, officers, agents, employees, licensees or invitees, provided that, except for a Master Lease Indemnity, in no event shall Subtenant be liable for consequential or punitive damages. In case any action or proceeding shall be brought against Sublandlord by reason of any such claim, Subtenant upon notice from Sublandlord shall defend the same at Subtenant's expense by counsel approved in writing by Sublandlord and Subtenant's insurance carrier. To the fullest extent permitted by law, Subtenant, as a material part of the consideration to Sublandlord, hereby assumes all risk of and waives all Claims against Sublandlord with respect to damage to property or injury to persons in, upon or about the Sublease Premises from any cause whatsoever except that which is caused by the failure of Sublandlord to observe any of the terms and conditions of this Sublease, provided that in no event shall Sublandlord be liable for any special, consequential or punitive damages. The provisions of this Section 15 are in addition to, not in lieu of, the indemnity obligations in the Prime Lease and all of the foregoing obligations shall survive the Expiration Date expiration or earlier termination of this Sublease. View More
Found in KEMPHARM, INC contract
Indemnification. (a) Indemnification by Subtenant. Except to the extent caused by the negligence, negligence or willful misconduct, or violation misconduct of any law (through no fault of Subtenant or any of Subtenant's agents, invitees, employees or contractors) by Sublandlord or any of Sublandlord's agents, employees, contractors or invitees, Sublandlord, Subtenant shall indemnify, defend defend, and hold Sublandlord Sublandlord, and its employees and agents harmless from all Claims, including, without limitat...ion, and against, any sums for which Sublandlord may be liable to Master Landlord under liability, damage, cost, or expense of any indemnity kind or hold harmless in the Master Lease ("Master Lease Indemnity") nature, including court costs and reasonable attorneys' fees and costs to the extent arising from: (a) Subtenant's use of the Sublease Premises or the conduct of its business or fees, resulting from any activity, work, or thing done, permitted or suffered failure by Subtenant in to perform, keep, or about the Sublease Premises, (b) any breach or default in the performance of any obligation to be performed by Subtenant under obey the terms of this Sublease (or and the requirements of the Prime Lease with respect to the Sublease Premises. The obligation to indemnify hereunder shall operate whether or not Subtenant has placed and maintained the insurance specified by this Sublease and whether or not proceeds from such insurance are actually collectible; provided, however, the indemnifying party shall be relieved of its obligations of indemnity hereunder pro tanto of the amount of proceeds actually recovered by the 6 DocuSign Envelope ID: 138C82D8-9782-4158-B5FF-0721E62274BF indemnified party under such insurance. Subtenant shall additionally indemnify and hold Sublandlord harmless, with respect to the Sublease Premises, to the same extent Sublandlord is required to indemnify and hold Prime Landlord harmless under the Prime Lease. (b) Indemnification by Sublandlord. Except to the extent any consents thereto) and (c) liability, damage, cost, or expense results directly from the negligence or willful misconduct of Subtenant or its employees, agents or contractors, Sublandlord shall indemnify, defend, and hold Subtenant, and its employees and agents, harmless from and against any liability, damage, cost, or expense of its directors, officers, agents, employees, licensees any kind or invitees, provided that, except for a Master Lease Indemnity, in no event shall nature, including court costs and reasonable attorneys' fees, which Subtenant be liable for consequential or punitive damages. In case any action or proceeding shall be brought against Sublandlord may incur by reason of any such claim, Subtenant upon notice from the negligence or willful misconduct on the part of Sublandlord, its employees, and agents, or by reason of the failure by Sublandlord to perform or obey the terms of this Sublease. Notwithstanding the foregoing, except for the negligence or willful misconduct of Sublandlord, its employees and agents as provided above, Sublandlord shall defend not be liable to Subtenant for any loss suffered by Subtenant under any circumstance, including, but not limited to circumstances arising in connection with (i) the same at Subtenant's expense by counsel approved negligence of Prime Landlord, its agents, servants, invitees, contractors, or subcontractors; (ii) defects, errors, or omissions in writing by Sublandlord and Subtenant's insurance carrier. To the fullest extent permitted by law, Subtenant, as a material part construction or design of the consideration to Sublandlord, hereby assumes all risk Sublease Premises or the Premises, including the structural and nonstructural portions thereof; (iii) the loss of and waives all Claims against Sublandlord with respect to damage to property or injury to persons in, upon Subtenant, Subtenant's property, or about the Sublease Premises any item or action for which Subtenant is legally liable, from any cause whatsoever except that which is caused by whatsoever, including, but not limited to, theft or burglary; or (iv) any inspection, repair, alteration, addition, or the failure of Sublandlord thereof undertaken or failed to observe any of the terms and conditions of this Sublease, provided that in no event shall Sublandlord be liable for any special, consequential or punitive damages. The provisions of this Section 15 shall survive the Expiration Date or earlier termination of this Sublease. undertaken by Prime Landlord. View More
Found in Allovir, Inc. contract
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Indemnification. The Company shall indemnify the Executive, both during and after the Term, to the full extent provided in the Company's and Holdings' respective Certificates of Incorporation and Bylaws and the law of the State of Delaware in connection with his activities as an officer of the Company and Holdings.
Found in SIRIUS XM HOLDINGS INC. contract
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Indemnification. The Company shall indemnify the Executive, both during and after the Term, to the full extent provided in the Company's and Holdings' respective 13 Certificates of Incorporation and Bylaws and the law of the State of Delaware in connection with his her activities as an officer or director of the Company and Holdings, provided, that the indemnification required by this Section 11 shall not be construed to be the exclusive indemnification available to the Executive. In addition, the Executive shal...l be covered by the Company's directors' and officers' liability insurance policy in connection with her activities during the Term as an officer or director of the Company and Holdings on a basis generally consistent with other directors and officers of the Company and Holdings. View More
Found in SIRIUS XM HOLDINGS INC. contract
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