Indemnification Contract Clauses (12,390)

Indemnification. The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest extent permitted under applicable law and shall use its best efforts to maintain Directors and Officers Insurance benefitting the Board.

Indemnification. LICENSEE agrees to indemnify, hold harmless and defend LICENSOR and its Affiliates, licensees and distributors and their respective officers, directors, employees, contractors, agents and permitted assigns, from and against any and all Claims arising or resulting from: (a) the Exploitation of a Product or Platform Patents by LICENSEE, its Subcontractors or sublicensees, (b) the negligence, recklessness or wrongful intentional acts or omissions or violations of Applicable Law by LICENSEE, its Aff...iliates, Subcontractors or sublicensees in exercising its rights or carrying out its obligations hereunder, (c) breach by LICENSEE of any representation, warranty or covenant as set forth in this Agreement, or (d) breach by LICENSEE or its assigns of any representation, warranty or covenant as set forth in the Assignment or failure to timely pay, perform or discharge any obligations under the UCSD License Agreement assumed by LICENSEE or its assigns thereunder. As used herein, "Claims" means collectively, any and all Third Party demands, claims and Proceedings (whether criminal or civil, in contract, tort or otherwise) for losses, damages, liabilities, costs 27 and expenses (including reasonable attorneys' fees). 10.2 Indemnification by LICENSOR. LICENSOR hereby agrees to indemnify, defend and hold harmless LICENSEE, Sublicensees, its Affiliates and its and their directors, officers, agents and employees from and against any and all Claims arising or resulting from: (a) the Exploitation of any ROR 1 Antibody Product or Platform Patents by or on behalf of LICENSOR, (b) the negligence, recklessness or wrongful intentional acts or omissions or violations of Applicable Law by or on behalf of LICENSOR, (c) breach by LICENSOR of any representation, warranty or covenant as set forth in this Agreement, or (d) breach by LICENSOR or its Affiliates or its or their assigns of any representation, warranty or covenant as set forth in the Assignment or failure to timely pay, perform or discharge any obligations under the UCSD License Agreement retained by Oncternal. 10.3 Indemnification Procedure. Promptly after receipt by a Party seeking indemnification under this Section 10 (an "Indemnitee") of notice of any pending or threatened Claim against it, such Indemnitee shall give written notice to the Party from whom the Indemnitee is entitled to seek indemnification pursuant to this Article 10 (the "Indemnifying Party") of the commencement thereof; provided that the failure so to notify the Indemnifying Party shall not relieve it of any liability that it may have to any Indemnitee hereunder, except to the extent the Indemnifying Party demonstrates that it is materially prejudiced thereby. The Indemnifying Party shall be entitled to participate in the defense of such Claim and, to the extent that it elects within ten (10) Business Days of its receipt of notice of the Claim from the Indemnitee, to assume control of the defense and settlement of such Claim (unless the Indemnifying Party is also a party to such proceeding and the Indemnifying Party has asserted a cross claim against the Indemnified Party or a court has otherwise determined that such joint representation would be inappropriate) with counsel reasonably satisfactory to the Indemnitee and, after notice from the Indemnifying Party to the Indemnitee of its election to assume the defense of such Claim, the Indemnifying Party shall not, as long as it diligently conducts such defense, be liable to the Indemnitee for any Litigation Costs subsequently incurred by the Indemnitee. No compromise or settlement of any Claim may be effected by the Indemnifying Party without the Indemnitee's written consent, which consent shall not be unreasonably withheld or delayed, provided no consent shall be required if (A) there is no finding or admission of any violation of Applicable Laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (C) the Indemnitee's rights under this Agreement are not restricted by such compromise or settlement. Notwithstanding the foregoing, the Indemnitee shall be entitled to conduct its own defense at the cost and expense of the Indemnifying Party if the Indemnitee establishes that the conduct of its defense by the Indemnifying Party would reasonably be likely to prejudice materially the Indemnitee due to a conflict of interest between the Indemnitee and the Indemnifying Party; and provided further that in any event the Indemnitee may participate in such defense at its own expense. View More

Indemnification. a. To the fullest extent permitted by Oncternal's bylaws and applicable law, Oncternal shall indemnify you, defend you and hold you harmless from and against losses and expenses (including reasonable attorneys' fees, judgments, settlements and all other costs, direct or indirect) actually and reasonably incurred by reason of, or based upon, any threatened, pending or completed action, suit, proceeding, investigation or other dispute relating or pertaining to any alleged act or failure to act wit...hin the course and scope of the Services, provided that you were not in breach of this Agreement, acted in good faith and in a manner you reasonably believed to be in the best interests of Oncternal and, if any criminal proceedings are involved, had no reasonable cause to believe your conduct was unlawful. Oncternal's obligations under the foregoing sentence are conditioned upon you: (i) providing Onctemal with prompt notice of any such claims; (ii) allowing Oncternal to control the defense and settlement of such claims; (iii) providing Onctemal with the information and assistance necessary for such defense and settlement of the claims; and (iv) not entering into any settlement with respect to such claims without the express consent of Oncternal. Oncternal's obligation to advance expenses or provide indemnity hereunder shall be deemed satisfied to the extent of any payments made by an insurer on behalf of you or Oncternal. b. You agree to indemnify, defend, and hold Onctemal free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penatties, attorneys' fees, and costs, that Onctemal may incur as a result of a breach by you of any representation or covenant contained in this Agreement. 5 10. Rights and Remedies Upon Breach. If you breach or threaten to commit a breach of any of the provisions of Section 5, 6 or 7 of this Agreement (the "Protective Covenants"), you agree that such breach or threatened breach of the Protective Covenants would cause irreparable injury to Onctemal and that money damages would not provide an adequate remedy to Onctemal. Onctemal shall also have any other rights and remedies available to Oncternal under law or in equity. View More

Indemnification. 7.1 Indemnification by Elle. Subject to the provisions of this Section 7, Elle shall indemnify, defend and hold harmless Harrow, its officers, directors, affiliates, agents, stockholders and representatives (collectively, the "Harrow Indemnitees"), from and against any and all losses, liabilities, damages and expenses (including without limitation reasonable expenses of investigation and attorneys' and consultants' fees and expenses in connection with any claim, demand, action or proceeding or s...ettlement of any of any of the foregoing) (collectively, "Losses") incurred or suffered by an Harrow Indemnitee to the extent arising out of: 7.1.1 any breach of the representations and warranties of Elle set forth in this Agreement; 7.1.2 any breach of any covenant or agreement of Elle set forth in this Agreement or in any certificate, instrument, or other document delivered pursuant to this Agreement; and 7.1.3 the ownership or operation of the Assets prior to the Effective Date. 7.2 Indemnification by Harrow. Subject to the provisions of this Section 7, Harrow shall indemnify and hold harmless Elle, its officers, directors, affiliates, agents, stockholders and representatives (collectively, the "Elle Indemnitees"), from and against any and all Losses incurred or suffered by a Elle Indemnitee to the extent arising out of: 7.2.1 any breach of the representations and warranties of Harrow set forth in this Agreement; 7.2.2 any breach of any covenant or agreement of Harrow set forth in this Agreement or in any certificate, instrument, or other document delivered pursuant to this Agreement; 7.2.3 the ownership or operation of the Assets after the Effective Date or the manufacture, use, or sale of Product solely by Harrow, its Licensees or their respective Affiliates or use of Product by their customers. 7.3 Offset. Harrow may offset against the Net Sales Payment Consideration or any other amounts due Elle from Harrow, any amounts owed to Harrow for indemnification under Section 7.1. The exercise of such offset by Harrow in good faith, whether or not ultimately determined to be justified, shall not constitute an event of default hereunder. Neither the exercise nor the failure to exercise, any such right of offset shall constitute an election of remedies or limit Harrow in any manner in the enforcement of any other remedies that may be available to it. 7.4 Procedure. A party seeking indemnification (the "Indemnitee") shall promptly notify the other party (the "Indemnifying Party") in writing of a claim or suit; provided that an Indemnitee's failure to give such notice or delay in giving such notice shall not affect such Indemnitee's right to indemnification under this Section 7 except to the extent that the Indemnifying Party has been prejudiced by such failure or delay. Harrow shall have the right to control the defense of all indemnification claims hereunder. Elle shall have the right to participate at its own expense in the claim or suit with counsel of its own choosing. Harrow shall consult with the Indemnitee in good faith with respect to all non-privileged aspects of the defense strategy. Elle shall cooperate with the Harrow as reasonably requested, at the Elle's sole cost and expense. Harrow shall not settle any claim or suit with respect to which Elle is the Indemnifying Party without Elle's prior written consent, which consent shall not be unreasonably withheld. View More

Indemnification. 11.1 Licensee agrees to indemnify, reimburse and hold harmless WUSTL Indemnitees from, for and against any and all judgments, settlements, losses, expenses, damages and/or liabilities ("Losses") and any and all court costs, attorneys' fees, and expert witness fees and expenses ("Fees") that a WUSTL Indemnitee may incur from any and all allegations, claims, suits, actions and/or proceedings ("Claims") arising out of, relating to, or incidental to (a) Licensee's use, commercialization, or other ex...ploitation of Confidential Information, Tangible Research Property, Technical Information, Patent Rights, Licensed Product and/or Licensed Service and/or Combination Product, whether by or through Licensee, and including all claims for infringement, injury to business, personal injury and product liability or (b) a breach of this Agreement by Licensee or any allegation which, if true, would constitute a breach of this Agreement by Licensee. Licensee's obligations under this section shall apply regardless of whether any WUSTL Indemnitee is alleged or found to have been negligent in any respect related to a Claim, provided, however, that Licensee's obligation to indemnify for Losses, as distinct from Fees, shall not apply to the extent the Claim was finally adjudicated by a court of competent jurisdiction to be caused by a WUSTL Indemnitee's gross negligence and/or willful misconduct. 11.2 Indemnification Procedure. Obligations set forth in this Article 11 shall survive termination of this Agreement, shall continue even after assignment of rights and responsibilities, and shall not be limited by any provision of this Agreement outside this Section. A party seeking indemnification under this Agreement will: (a) give the indemnifying party prompt written notice of the Claim; (b) cooperate with the indemnifying party, at the indemnifying party's expense, in connection with the defense and settlement of the Claim; and (c) not settle or compromise the Claim without the written consent of the indemnifying party, which shall not be unreasonably withheld. An indemnifying party may satisfy its duty to indemnify for Fees by accepting a duty to defend the Claim on behalf of the Indemnitees without a reservation of rights, at which time the indemnifying party shall be entitled to conduct and direct the defense of lndemnitees against such Claim using attorneys of its own selection; for all other Claims, the Indemnitee shall be entitled to conduct and direct its own defense and that of other Indemnitees using attorneys of its own selection with Fees subject to the indemnifying party's ongoing obligation to reimburse Fees. View More

Indemnification. Merchant hereby does indemnify and hold harmless Approved Processor, its officers, directors and shareholders against all losses, damages, claims, liabilities and expenses (including reasonable attorney's fees) incurred by Approved Processor resulting from (a) claims asserted by Purchaser for monies owed to Purchaser from Merchant and (b) actions taken by Approved Processor in reliance upon information or instructions provided by Purchaser.

Indemnification. (a) Borrower hereby indemnifies and agrees to defend and hold harmless Lender, its officers, employees and agents, from and against any and all losses, damages, or liabilities and from any suits, claims or demands, including reasonable attorneys' fees incurred in investigating or defending such claim, suffered by any of them and caused by, arising out of, or in any way connected with the Loan Documents or the transactions contemplated therein (unless determined by a final judgment of a court of ...competent jurisdiction to have been caused solely by the gross negligence or willful misconduct of any of the indemnified parties) including, without limitation: (i) any untrue statement of a material fact contained in information submitted to Lender by Borrower or the omission of any material fact necessary to be stated therein in order to make such statement not misleading or incomplete; and (ii) the failure of Borrower or Guarantor to perform any obligations herein required to be performed by Borrower or Guarantor. (b) In case any action shall be brought against Lender, its officers, employees or agents, in respect to which indemnity may be sought against Borrower, Lender or such other party shall promptly notify Borrower and Borrower shall assume the defense thereof, including the employment of counsel selected by Borrower and satisfactory to Lender, the payment of all costs and expenses and the right to negotiate and consent to settlement. Lender shall have the right, at its sole option, to employ separate counsel in any such action and to participate in the defense thereof, all at Borrower's sole cost and expense. Borrower shall not be liable for any settlement of any such action effected without its consent (unless Borrower fails to defend such claim), but if settled with Borrower's consent, or if there be a final judgment for the claimant in any such action, Borrower agrees to indemnify and hold harmless Lender from and against any loss or liability by reason of such settlement or judgment. (c) The provisions of this Section shall survive the repayment or other satisfaction of the Note. View More

Indemnification. Each party shall indemnify (such party, the "Indemnifying Party") the other party (such party, the "Indemnified Party") and its respective officers, employees, and controlling persons to the fullest extent permitted by law from and against any and all losses, damages, expenses (including reasonable attorneys' fees and expenses) or other liabilities resulting from or arising out of such party's breach of any representation, warranty, covenant or agreement in this Agreement. The foregoing indemnif...ication rights apply so long as the action or failure to act by the Indemnified Party does not constitute fraud, bad faith, willful misconduct or gross negligence. Notwithstanding any of the foregoing to the contrary, indemnification protections will not be construed so as to relieve (or attempt to relieve) any Indemnified Party of any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but will only be construed so as to effectuate the indemnification protections to the fullest extent permitted by law. View More

Indemnification. Lessee shall indemnify, defend and hold harmless the Lessor, and Lessor's officers, directors, representatives and employees from and against all losses, damages, injuries, death claims, demands and expenses, of whatsoever nature (i) arising out of the manufacture, purchase, ownership, delivery, lease, possession, use, misuse, condition, repair, storage or operation of any Equipment, regardless of where, how and by whom operated; (ii) arising out of negligence, tort, warranty, strict liability o...r any other cause of action with respect to the leased Equipment; (iii) arising out of any encumbrance being asserted against the Equipment; and (iv) arising out of the assessment, payment, non-payment or partial payment of any sales, use or other taxes pertaining to the equipment. Such indemnification shall survive the expiration, cancellation, or termination of this Lease. IT IS THE EXPRESS INTENT OF THE LESSOR AND LESSEE THAT THIS INDMENITY PROVISION SHALL COVER AND INCLUDE ANY CLAIMS ASSERTING THAT ANY PERSON TO BE INDEMNIFIED HEREUNDER WAS NEGLIGENT IN WHOLE OR INPART OR OTHERWISE CAUSED OR CONTRIBUTED TO THE CAUSE OF THE LOSS, DAMAGES, INJURIES, DEATH, OR EXPENSES. View More

Indemnification. Subject to Section 9, the Company shall hold harmless and indemnify, and advance Expenses to, Indemnitee as provided in this Agreement and to the fullest extent not prohibited by the DGCL or other applicable as the same now exists or may hereafter be amended (but only to the extent any such amendment permits the Company to provide broader indemnification rights than the DGCL permitted the Company to provide prior to such amendment). Without diminishing the scope of the indemnification provided b...y this Section 3, the rights of indemnification of Indemnitee provided hereunder shall include, but shall not be limited to, those rights hereinafter set forth, except that no indemnification shall be paid to Indemnitee: (a) on account of any Proceeding in which judgment is rendered against Indemnitee for disgorgement of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act, or similar provisions of any federal, state or local statutory law; provided, however, that the Company may advance Expenses in accordance with Section 11 of this Agreement in connection with Indemnitee's defense of a claim under Section 16(b) of the Exchange Act, which advances shall be repaid to the Company if it is ultimately determined that Indemnitee is not entitled to indemnification of such Expenses. 3 (b) on account of conduct of Indemnitee which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or to constitute willful misconduct; (c) in any circumstance where such indemnification is expressly prohibited by applicable law, including if Indemnitee's conduct is determined to have been in bad faith, if Indemnitee fails to reasonably believe that Indemnitee's conduct is in or not opposed to the bests interest of the Company or, with respect to a criminal proceeding, if it is determined that Indemnitee knew or reasonably should have known that Indemnitee's conduct was unlawful; (d) with respect to liability for which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause or other agreement (other than this Agreement), except in respect of any liability in excess of payment under such insurance, indemnity clause or other agreement; (e) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (f) in connection with any Proceeding initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or any of its direct or indirect subsidiaries, (i) unless such indemnification is expressly required to be made by law, (ii) unless the Proceeding was authorized by the Board or such other person or persons empowered pursuant to Section 9 to make such determination, (iii) unless such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company by applicable law, or (iv) except as provided in Section 12. View More