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. The Purchaser agrees to indemnify and hold harmless the Company and each of its respective officers, directors, employees, agents, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or w...arranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement. 2 A "senior foreign political figure" is defined as a current or former senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a "senior foreign political figure" includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 "Immediate family" of a senior foreign political figure typically includes the figure's parents, siblings, spouse, children and in-laws. 4 A "close associate" of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. 10 8. Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives, and permitted assigns.View More
Indemnification. The Purchaser agrees to indemnify and hold harmless the Company Company, the Placement Agent, and each of its their respective officers, directors, employees, agents, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false... acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement. 2 A "senior foreign political figure" is defined as a current or former senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a "senior foreign political figure" includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 "Immediate family" of a senior foreign political figure typically includes the figure's parents, siblings, spouse, children and in-laws. 4 A "close associate" of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. 10 8. Irrevocability; Binding Effect. The Purchaser hereby acknowledges 9 persons and agrees that the subscription hereunder is irrevocable affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser, except as required Purchaser of any covenant or agreement made by applicable law, and that the Purchaser herein or in any other document delivered in connection with this Subscription Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives, and permitted assigns. Agreement. View More
Indemnification. (a)Supplier hereby covenants and agrees to indemnify, defend and hold harmless Buyer including its affiliates, officers, directors and employees, free and clear and harmless from, and against, any and all claims, administration of claims, demands, losses, causes of action, liabilities, costs and expenses (including reasonable attorneys' fees) caused by, resulting from or in any way connected with (a) Supplier's acts (including but not limited to any breach of any third party intellectual propert...y rights), omissions or negligence, or the acts, omissions or negligence of Supplier's employees, agents, contractors or permitted assignees and (b) Supplier's breach of this Agreement or any of their representations or warranties contained in this Agreement. Page 10 (b)Buyer hereby covenants and agrees to indemnify, defend and hold harmless Supplier including its affiliates, officers, directors and employees, free and clear and harmless from, and against, any and all claims, administration of claims, demands, losses, causes of action, liabilities, costs and expenses (including reasonable attorneys' fees) caused by, resulting from or in any way connected with (a) Buyer's acts, omissions or negligence, or the acts, omissions or negligence of Buyer's employees, agents, contractors or permitted assignees and (b) Buyer's breach of this Agreement or any of their representations or warranties contained in this Agreement.. (c)Buyer or Supplier ("Claimant") shall notify the other Party ("the Defendant") promptly in writing of the existence of any such claim, demand or suit, which if sustained, would give rise to liability on the part of that Party. The Defendant shall have the option to designate counsel to defend such claim, demand or suit and it is understood that Defendant shall be responsible for the fees of such counsel designated by it and control such defense. The Claimant shall cooperate in the defense of any such claim, demand or suit and may participate in the defense of any such claim, demand or suit with counsel of its own choosing (if the Claimant does not approve counsel designated by the Defendant) at its own expense, it being understood that the Defendant shall not be responsible for the payment of any fees of any such counsel. The Claimant shall not take any action to compromise or settle any such claim, demand or suit unless consented to in writing by the Defendant.View More
Indemnification. (a)Supplier (a) Supplier hereby covenants and agrees to indemnify, defend and hold harmless Buyer including its affiliates, officers, directors and employees, free and clear and harmless from, and against, any and all claims, administration of claims, demands, losses, causes of action, liabilities, costs and expenses (including reasonable attorneys' fees) caused by, resulting from or in any way connected with (a) Supplier's acts (including but not limited to any breach of any third party intelle...ctual property rights), acts, omissions or negligence, or the acts, omissions or negligence of Supplier's employees, agents, contractors or permitted assignees and (b) Supplier's breach of this Agreement or any of their representations or warranties contained in this Agreement. Page 10 (b)Buyer hereby covenants and agrees to indemnify, defend and hold harmless Supplier including its affiliates, officers, directors and employees, free and clear and harmless from, and against, any and all claims, administration of claims, demands, losses, causes of action, liabilities, costs and expenses (including reasonable attorneys' fees) caused by, resulting from or in any way connected with (a) Buyer's acts, omissions or negligence, or the acts, omissions or negligence of Buyer's employees, agents, contractors or permitted assignees and (b) Buyer's breach of this Agreement or any of their representations or warranties contained in this Agreement.. (c)Buyer or Supplier ("Claimant") Buyer shall notify the other Party ("the Defendant") promptly Supplier in writing of the existence of any such claim, demand or suit, which if sustained, would give rise to liability on the part of that Party. The Defendant Supplier promptly after the Buyer has knowledge of such claim, demand or suit. Supplier shall have the option to designate counsel to defend such claim, demand or suit and it is understood that Defendant Supplier shall be responsible for the fees of such counsel designated by it and control such defense. The Claimant Buyer shall cooperate in the defense of any such claim, demand or suit and may participate in the defense of any such claim, demand or suit with counsel of its own choosing (if the Claimant Buyer does not approve counsel designated by the Defendant) Supplier) at its own expense, it being understood that the Defendant Supplier shall not be responsible for the payment of any fees of any such counsel. The Claimant Buyer shall not take any action to compromise or settle any such claim, demand or suit unless consented to in writing by the Defendant. Supplier. View More
Indemnification. 13.1 Indemnification by GTX. GTX shall indemnify, defend, and hold harmless Inpixon and its Affiliates, and each of Inpixon's and its Affiliates' respective officers, directors, employees, agents, successors, and assigns (each, an "Indemnitee") against all Losses arising out of or resulting from any third-party claim, suit, action, or proceeding (each an "Action") related to, arising out of, or resulting from GTX's breach of any representation, warranty, covenant, or obligation under this Agreem...ent. 10 13.2 Indemnification by Inpixon. Inpixon shall indemnify, defend and hold harmless GTX and its Affiliates, and each of GTX's and its Affiliates' respective officers, directors, employees, agents, successors and assigns from and against all Losses arising out of or resulting from any third-party Action related to or arising out of or resulting from (a) Inpixon's breach of any representation, warranty, covenant or obligation under this Agreement, or (b) use by Inpixon of Licensed Patents, or (c) any use, sale, transfer or other disposition by Inpixon of any other products made by use of Licensed Patents. 13.3 Indemnification Procedure. Indemnification Procedure. A Party which believes it is entitled to indemnification shall promptly notify the other Party in writing of any Action and the reasons why indemnification is appropriate, and cooperate with the indemnifying at the indemnifying Party's sole cost and expense. Subject to provisions addressing the rights to enforce the Licensed Patents described in Section 7, the indemnifying Party shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to the indemnified Party, to handle and defend the Action, at the indemnifying Party's sole cost and expense. The indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnified Party or its Affiliates without the indemnified Party's or its Affiliates' prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified Party's or its Affiliates' failure to perform any obligations under this paragraph shall not relieve the indemnifying Party of its obligation hereunder except to the extent that the indemnifying Party can demonstrate that it has been materially prejudiced as a result of the failure. The indemnified Party and its Affiliates may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.View More
Indemnification. 13.1 Indemnification by GTX. GTX LBS LLC. LBS LLC shall indemnify, defend, and hold harmless Inpixon and its Affiliates, and each of Inpixon's and its Affiliates' respective officers, directors, employees, agents, successors, and assigns (each, an "Indemnitee") against all Losses arising out of or resulting from any third-party claim, suit, action, or proceeding (each an "Action") related to, arising out of, or resulting from GTX's LBS LLC's breach of any representation, warranty, covenant, or o...bligation under this Agreement. 10 13.2 Indemnification by Inpixon. Inpixon shall indemnify, defend and hold harmless GTX LBS LLC and its Affiliates, and each of GTX's LBS LLC's and its Affiliates' respective officers, directors, employees, agents, successors and assigns from and against all Losses arising out of or resulting from any third-party Action related to or arising out of or resulting from (a) Inpixon's breach of any representation, warranty, covenant or obligation under this Agreement, or (b) use by Inpixon of Licensed Patents, or (c) any use, sale, transfer or other disposition by Inpixon of any other products made by use of Licensed Patents. 13.3 Indemnification Procedure. Indemnification Procedure. A Party which believes it is entitled to indemnification shall promptly notify the other Party in writing of any Action and the reasons why indemnification is appropriate, and cooperate with the indemnifying at the indemnifying Party's sole cost and expense. Subject to provisions addressing the rights to enforce the Licensed Patents described in Section 7, the indemnifying Party shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to the indemnified Party, to handle and defend the Action, at the indemnifying Party's sole cost and expense. The indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnified Party or its Affiliates without the indemnified Party's or its Affiliates' prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified Party's or its Affiliates' failure to perform any obligations under this paragraph shall not relieve the indemnifying Party of its obligation hereunder except to the extent that the indemnifying Party can demonstrate that it has been materially prejudiced as a result of the failure. The indemnified Party and its Affiliates may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. 8 14. Insurance. Prior to using, selling, transferring or otherwise disposing of any product covered under a Licensed Patent (including for the purpose of obtaining regulatory approvals), throughout the Term, and for a period of two (2) years after the Term, each Party shall, at its sole cost and expense, obtain, pay for and maintain in full force and effect commercial general liability and other insurance in commercially reasonable and appropriate amounts that provides coverage concerning product sales covered by the Licensed Patents and contractual liability coverage for each Party's defense and indemnification obligations under this Agreement. Each Party shall have the other Party named in each policy as an additional insured. Within ten (10) days of a request by either Party, the other Party shall provide certificates of insurance or other reasonable written evidence of all coverages described in this paragraph. Additionally, each Party shall provide the other Party with written notice at least sixty (60) Business Days prior to cancelling, not renewing, or materially changing such insurance. View More
Indemnification. 13.1 Indemnification by GTX. GTX LBS LLC. LBS LLC shall indemnify, defend, and hold harmless Inpixon and its Affiliates, and each of Inpixon's and its Affiliates' respective officers, directors, employees, agents, successors, and assigns (each, an "Indemnitee") against all Losses arising out of or resulting from any third-party claim, suit, action, or proceeding (each an "Action") related to, arising out of, or resulting from GTX's LBS LLC's breach of any representation, warranty, covenant, or o...bligation under this Agreement. 10 13.2 Indemnification by Inpixon. Inpixon shall indemnify, defend and hold harmless GTX LBS LLC and its Affiliates, and each of GTX's LBS LLC's and its Affiliates' respective officers, directors, employees, agents, successors and assigns from and against all Losses arising out of or resulting from any third-party Action related to or arising out of or resulting from (a) Inpixon's breach of any representation, warranty, covenant or obligation under this Agreement, or (b) use by Inpixon of Licensed Patents, or (c) any use, sale, transfer or other disposition by Inpixon of any other products made by use of Licensed Patents. 13.3 Indemnification Procedure. Indemnification Procedure. A Party which believes it is entitled to indemnification shall promptly notify the other Party in writing of any Action and the reasons why indemnification is appropriate, and cooperate with the indemnifying at the indemnifying Party's sole cost and expense. Subject to provisions addressing the rights to enforce the Licensed Patents described in Section 7, the indemnifying Party shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to the indemnified Party, to handle and defend the Action, at the indemnifying Party's sole cost and expense. The indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnified Party or its Affiliates without the indemnified Party's or its Affiliates' prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified Party's or its Affiliates' failure to perform any obligations under this paragraph shall not relieve the indemnifying Party of its obligation hereunder except to the extent that the indemnifying Party can demonstrate that it has been materially prejudiced as a result of the failure. The indemnified Party and its Affiliates may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. 8 14. Insurance. Prior to using, selling, transferring or otherwise disposing of any product covered under a Licensed Patent (including for the purpose of obtaining regulatory approvals), throughout the Term, and for a period of two (2) years after the Term, each Party shall, at its sole cost and expense, obtain, pay for and maintain in full force and effect commercial general liability and other insurance in commercially reasonable and appropriate amounts that provides coverage concerning product sales covered by the Licensed Patents and contractual liability coverage for each Party's defense and indemnification obligations under this Agreement. Each Party shall have the other Party named in each policy as an additional insured. Within ten (10) days of a request by either Party, the other Party shall provide certificates of insurance or other reasonable written evidence of all coverages described in this paragraph. Additionally, each Party shall provide the other Party with written notice at least sixty (60) Business Days prior to cancelling, not renewing, or materially changing such insurance. View More
Indemnification. Lessees shall indemnify and save harmless Lessor, its successors and assigns, from and against any and all loss (including Lessees' own loss of use), claims (including, without limitation, claims involving strict or absolute liability in tort, damage, injury, death, liability and third party claims), demands, costs and expenses of every nature, including reasonable attorneys' fees, arising directly or indirectly from or in connection with the possession, use, operation, maintenance or storage of... the Aircraft, except when arising from the material 00006721.DOCX - 2 7 default, willful misconduct or gross negligence of Lessor. Claims attributable to acts or events occurring before or after the Lease Term or after the Aircraft has been redelivered to Lessor in accordance with Sections 7 and 8, shall be excluded from Lessees' agreement to indemnify under this Section 20. Lessees' obligations under this Section 20 shall survive termination of this Lease and shall remain in effect until all required indemnity payments have been made by Lessees to Lessor.View More
Indemnification. Lessees shall indemnify and save harmless Lessor, its successors and assigns, from and against any and all loss (including Lessees' own loss of use), claims (including, without limitation, claims involving strict or absolute liability in tort, damage, injury, death, liability and third party claims), demands, costs and expenses of every nature, including reasonable attorneys' fees, arising directly or indirectly from or in 6 connection with the possession, use, operation, maintenance or storage ...of the Aircraft, except when arising from the material 00006721.DOCX - 2 7 default, willful misconduct or gross negligence of Lessor. Claims attributable to acts or events occurring before or after the Lease Term or after the Aircraft has been redelivered to Lessor in accordance with Sections 7 and 8, Section 6, shall be excluded from Lessees' agreement to indemnify under this Section 20. 18. Lessees' obligations under this Section 20 18 shall survive termination of this Lease and shall remain in effect until all required indemnity payments have been made by Lessees to Lessor. View More
Indemnification. (a) Company Indemnity. The Company will indemnify, hold harmless, and defend the Foundation and its co-chairs, trustees, directors, officers, employees and representatives (collectively, the "Foundation Indemnitees") from and against any and all judgments, settlements, damages, penalties, losses, liabilities and costs (including reasonable attorneys' fees and costs) as a result of third party causes of action, claims, suits, or legal proceedings (each a "Claim") finally awarded to such third par...ty by a court of competent jurisdiction against any of the Foundation Indemnitees or agreed to as part of a monetary settlement of the Claim and arising out of or relating to: (a) bodily injury, death or property damage caused by the activities or omissions of the Company, including any development, product launch or commercialization activities carried out by the Company (including any failure to comply with applicable laws, regulations or rules in connection therewith), or by any Company product; or (b) any Claim that the Platform Technology, any Funded Development or any Company product infringes upon a patent, proprietary, or other intellectual property right of a third party. The Foundation will give the Company prompt written notice of any Claim subject to indemnification pursuant to this Section 15(a); provided that the Foundation's failure to promptly notify the Company will not affect the Company's indemnification obligations except to the extent that the Foundation's delay prejudices the Company's ability to defend the Claim. The Company will have sole control over the defense and settlement of each and every Claim subject to indemnification pursuant to this Section 15(a), with counsel of its own choosing which is reasonably acceptable to the Foundation; provided that the Company conducts the defense actively and diligently at the sole cost and expense of the Company and provided further that the Company will not enter into any settlement that adversely affects, in any material respect, any Foundation Indemnitee without the applicable Foundation Indemnitee's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The Foundation will provide the Company, upon request, with reasonable cooperation in connection with the defense and settlement of the Claim. Subject to the Company's rights above to control the defense and settlement of Claims, the Foundation and any Foundation Indemnitee may, at its own expense, employ separate counsel to monitor and participate in the defense of any Claim under this Section 15(a). For the avoidance of doubt, the Company shall have no liability to the Foundation or any obligation to indemnify the Foundation pursuant to this Section 15(a) to the extent such claim arises out of the Foundation's fraud, negligence or willful misconduct. (b) The parties will not be liable to each other for any indirect, incidental, consequential, or special damages (including lost revenues, lost savings, or lost profits suffered by such other party) suffered by such other party arising under or in connection with this Letter Agreement, regardless of the form of action, whether in contract or tort, including negligence of any kind whether active or passive, and regardless of whether the party knew of the possibility that such damages could result; provided that 14 to the extent a Foundation Indemnitee is entitled to be indemnified hereunder for Claims of third parties and such third party has been awarded indirect, incidental, consequential, reliance, or special damages (including lost revenues, lost savings, or lost profits), the Company's indemnification obligations to the Foundation Indemnitee shall extend to and include such third party's indirect, incidental, consequential, reliance, or special damages (including lost revenues, lost savings, or lost profits). The parties further agree that under no circumstances will any party be liable to the other party (or to any Foundation Indemnitee) more than once for the same losses arising under or in connection with this Letter Agreement.View More
Indemnification. (a) Company Indemnity. The Company will indemnify, hold harmless, and defend the Foundation and its co-chairs, trustees, directors, officers, employees employees, and representatives other than Foundation sublicensees (collectively, the "Foundation Indemnitees") from and against any and all judgments, settlements, damages, penalties, losses, liabilities liabilities, and costs (including reasonable attorneys' fees and costs) as a result of third party third-party causes of action, claims, suits, ...or legal proceedings (each a "Claim") finally awarded to such third party third-party by a court of competent jurisdiction against any of the Foundation Indemnitees or agreed to as part of a monetary settlement of the Claim and arising out of or relating to: (a) bodily injury, death death, or property damage caused by the activities or omissions of the Company, including any development, product launch launch, or commercialization activities carried out by the Company (including any failure to comply with applicable laws, regulations or rules in connection therewith), or by any Company product; product (other than to the extent such Claims were caused by commercialization or other activities conducted by a Foundation sublicensee without the involvement of the Company or any of its Affiliates); or (b) any Claim that the Platform Technology, any Funded Development or any Company product (other than to the extent such Claims were caused by commercialization or other activities conducted by a Foundation sublicensee without the involvement of the Company or any of its Affiliates) infringes upon a patent, proprietary, or other intellectual property right of a third party. third-party. The Foundation will give the Company prompt written notice of any Claim subject to indemnification pursuant to this Section 15(a); 14(a); provided that the Foundation's failure to promptly notify the Company will not affect the Company's indemnification obligations except to the extent that the Foundation's delay prejudices the Company's ability to defend the Claim. The Company will have sole control over the defense and settlement of each and every Claim subject to indemnification pursuant to this Section 15(a), 14(a), with counsel of its own choosing which is reasonably acceptable to the Foundation; provided that the Company conducts the defense actively and diligently at the sole cost and expense of the Company and provided further that the Company will not enter into any settlement that adversely affects, in any material respect, any Foundation Indemnitee without the applicable Foundation Indemnitee's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The Foundation will provide the Company, upon request, with reasonable cooperation in connection with the defense and settlement of the Claim. Subject to the Company's rights above to control the defense and settlement of Claims, the Foundation and any Foundation Indemnitee may, at its own expense, employ separate counsel to monitor and participate in the defense of any Claim under this Section 15(a). 14(a). For the avoidance of doubt, the Company shall have no liability to the Foundation or 17 any obligation to indemnify the Foundation pursuant to this Section 15(a) 14(a) to the extent such claim arises out of the Foundation's fraud, negligence negligence, or willful misconduct. (b) The parties will not be liable to each other for any indirect, incidental, consequential, or special damages (including lost revenues, lost savings, or lost profits suffered by such other party) suffered by such other party arising under or in connection with this Letter Agreement, regardless of the form of action, whether in contract or tort, including negligence of any kind whether active or passive, and regardless of whether the party knew of the possibility that such damages could result; provided that 14 to the extent a Foundation Indemnitee is entitled to be indemnified hereunder for Claims of third parties and such third party third-party has been awarded indirect, incidental, consequential, reliance, or special damages (including lost revenues, lost savings, or lost profits), the Company's indemnification obligations to the Foundation Indemnitee shall extend to and include such third party's third-party's indirect, incidental, consequential, reliance, or special damages (including lost revenues, lost savings, or lost profits). The parties further agree that under no circumstances will any party be liable to the other party (or to any Foundation Indemnitee) more than once for the same losses arising under or in connection with this Letter Agreement. (c) The Foundation agrees that it will, as a condition to the grant of any sublicense hereunder, enter into an agreement with the sublicensee(s) that is consistent with industry standards at the time with respect to indemnification of the Company for costs, liabilities, and expenses arising from the conduct of activities by or on behalf of such sublicensee(s) in exercising such sublicense. View More
Indemnification. Indemnification. To the extent permitted by applicable Laws, Licensee will indemnify, hold harmless, and defend Licensor, and its trustees, officers, faculty, agents, employees and students (each, an "Indemnified Party") from and against any and all Third Party claims, actions, liabilities, losses, damages, judgments, costs or expenses suffered or incurred by the Indemnified Parties, including attorneys' fees and related costs (collectively, "Liabilities"), arising out of or resulting from: (a) ...the exercise of any license granted under this Agreement, whether by Licensee, Affiliates, Sublicensees, assignees, vendors or associated Third Parties; 26 (b) the enforcement of this Article 10 by any Indemnified Party; and/or (c) any act, error, or omission of Licensee, Affiliates, or Sublicensees, or any of the officers, directors, employees or agents of any of the foregoing, with respect to its obligations hereunder or with respect to applicable law or regulation; except, in any such case, to the extent such Liabilities are reasonably attributable to any Indemnified Party having committed an act or acts of negligence, recklessness or willful misconduct. Liabilities under this Section 10.1 include Liabilities arising in connection with: (a) the use by a Third Party of an Enhanced Product that was Developed, Manufactured or Commercialized by Licensee, Sublicensees, assignees, vendors or Third Parties; (b) a claim by a Third Party that [***]; (c) clinical trials or studies conducted by or on behalf of Licensee, Affiliates, Sublicensees, assignees, vendors or associated Third Parties relating to the Licensed Patents, Materials, Technical Information, or Enhanced Products, such as claims by or on behalf of a human subject of any such trial or study; or (d) a failure to perform under this Agreement by Licensee, Affiliates or any Sublicense in material compliance with all applicable Laws; except, in any such case, to the extent such Liabilities are reasonably attributable to any Indemnified Party having committed an act or acts of negligence, recklessness or willful misconduct. 10.2. Other Provisions. Licensee will not settle or compromise any claim or action giving rise to Liabilities in any manner that imposes any restrictions on obligations on Licensor or grants any rights to the Licensed Patents or the Enhanced Products without Licensor's prior written consent. If Licensee fails or declines to assume the defense of any claim or action within [***] after notice of the claim or action, then Licensor may assume the defense of such claim or action for the account and at the risk of Licensee, and any Liabilities related to such claim or action will be deemed a liability of Licensee. The indemnification rights of the Indemnified Parties under this Article 10 are in addition to all other rights that an Indemnified Party may have at law, in equity or otherwise.View More
Indemnification. Indemnification. To the extent permitted by applicable Laws, Licensee will indemnify, hold harmless, and defend Licensor, Mount Sinai, and its trustees, officers, faculty, agents, employees and students (each, an "Indemnified Party") from and against any and all claims, actions, and allegations brought by a Third Party claims, actions, liabilities, losses, damages, judgments, costs or expenses suffered or incurred by the (collectively, "Claims") against an Indemnified Parties, including attorney...s' fees and related costs (collectively, "Liabilities"), Party arising out of or resulting from: (a) the (i)the exercise by Licensee, its Sublicensees, or vendors of any license granted under this Agreement, whether by Licensee, Affiliates, Sublicensees, assignees, vendors or associated Third Parties; 26 (b) the enforcement Agreement; (ii)any material breach of this Article 10 Agreement or any Sublicense by Licensee or its Sublicensees; and/or (iii)any willful misconduct, any Indemnified Party; and/or (c) any negligent act, error, or omission omission, or any violation of Licensee, Affiliates, applicable Law, of or by Licensee or its Sublicensees, or any of the Licensee's or its Sublicensees' officers, directors, employees or agents agents, in each case with respect to the performance of its or their obligations under this Agreement; and Licensee will promptly pay all liabilities, losses, damages, costs and expenses (including, if applicable, reasonable attorneys' fees) (collectively, "Liabilities") finally awarded by a court of competent jurisdiction against an Indemnified Party as a result of any of the foregoing, with respect to its foregoing (i)-(iii); provided, however, that Licensee shall have no obligations hereunder or with respect to applicable law or regulation; except, in any such case, under this Section 10.1 to the extent such any Claims or Liabilities arise out of or are reasonably attributable related to any (1) an Indemnified Party having committed Party's material breach of this Agreement, (2) an act Indemnified Party's negligence, willful misconduct, or acts violation of negligence, recklessness or willful misconduct. applicable Law. Liabilities under this Section 10.1 include include, but are not limited to, Liabilities arising in connection with: (a) (i) the use by a Third Party of an Enhanced a Licensed Product that was Developed, 26 Manufactured or Commercialized by Licensee, Sublicensees, assignees, vendors or Third Parties; (b) (ii) a claim by a Third Party that [***]; (c) the Licensed Patents, Materials, Technical Information, or the design, composition, or Exploitation of any Licensed Product infringes or violates or appropriates any Patent, copyright, trade secret, trademark or other intellectual property right of such Third Party; (iii) clinical trials or studies conducted by or on behalf of Licensee, Affiliates, its Sublicensees, assignees, vendors or associated Third Parties relating to the Licensed Patents, Materials, Technical Information, or Enhanced Licensed Products, such as claims by or on behalf of a human subject of any such trial or study; or (d) (iv) a failure to perform under this Agreement by Licensee, Affiliates or any Sublicense in material compliance with all applicable Laws; except, Laws, including, without limitation, all Health Care Laws. 10.1.Indemnification Procedure. Licensee's defense and indemnification obligations hereunder are conditioned on the Indemnified Party (a) promptly providing Licensee with written notice of any Claim that is subject to Section 10.1, (b) giving Licensee sole control over the defense and settlement of such Claim, and (c) giving Licensee, at Licensee's request and expense, all reasonably requested information and assistance to assist in the defense and settlement of any such case, to the extent such Liabilities are reasonably attributable to any Indemnified Party having committed an act or acts of negligence, recklessness or willful misconduct. 10.2. Other Provisions. Claim, provided, however, that Licensee will shall not settle or compromise any claim or action giving rise to Liabilities Claim in any manner that imposes any may impose restrictions on or obligations on Licensor any Indemnified Party, or that grants any rights to the Licensed Patents Patents, Technical Information, Materials or Licensed Products (other than a permitted Sublicense), or that concedes any fault or wrongdoing on the Enhanced Products part of Indemnified Party, without Licensor's the Indemnified Party's prior written consent. consent (not to be unreasonably withheld, conditioned, or delayed). If Licensee fails or declines to assume the defense of against any claim or action Claim within [***] thirty (30) days after notice of thereof, then the claim or action, then Licensor Indemnified Party may assume and control the defense of such claim or action Claim for the account and at the risk of Licensee, and any Liabilities related to such claim or action Claim will be conclusively deemed a liability of Licensee. The defense and indemnification rights of the Indemnified Parties Party under this Article 10 are in addition to all other rights that an Indemnified Party may have at law, in equity or otherwise. View More
Indemnification. 6.1 Indemnification by Consultant. Consultant will indemnify and defend Company, its directors, officers, employees, Consultants, equity holders, and agents and hold them harmless from and against any liability, damage, penalty, fee, cost, expense or obligation (including reasonable attorneys' fees and disbursements) arising from any breach of this Agreement by Consultant or from any other action or omission by Consultant in the performance of its duties hereunder, if such action or omission con...stitutes gross negligence, recklessness or misconduct on the part of Consultant. 6.2 Indemnification by Company. Company will indemnify and defend Consultant, its directors, officers, employees and agents and hold them harmless from and against any liability, damage, penalty, fee, cost, expense or obligation (including reasonable attorneys' fees and disbursements) arising from any breach of this Agreement by Company or from any other action or omission by Company in the performance of its duties hereunder, if such action or omission constitutes gross negligence, recklessness or misconduct on the part of Company. 6.3 Limitation of Liability. Notwithstanding anything in this Agreement to the contrary, neither party will have any liability to the other party for any special, consequential or punitive damages. 6.4 Third Party Claims. Each party will immediately notify the other if a claim is made by a third party with respect to (i) this Agreement or (ii) any matter arising from the Services. The indemnifying party will pay all expenses in connection with the defense of such claim, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered in respect of such claim, except when the claim results from the indemnified party's negligence, misconduct or recklessness.View More
Indemnification. 6.1 Indemnification by Consultant. Consultant Manager. Manager will indemnify and defend Company, its directors, officers, employees, Consultants, managers, equity holders, and agents and hold them harmless from and against any liability, damage, penalty, fee, cost, expense or obligation (including reasonable attorneys' fees and disbursements) arising from any breach of this Agreement by Consultant Manager or from any other action or omission by Consultant Manager in the performance of its dutie...s hereunder, if such action or omission constitutes gross negligence, recklessness or misconduct on the part of Consultant. Manager. 6.2 Indemnification by Company. Company will indemnify and defend Consultant, Manager, its directors, officers, employees and agents and hold them harmless from and against any liability, damage, penalty, fee, cost, expense or obligation (including reasonable attorneys' fees and disbursements) arising from any breach of this Agreement by Company or from any other action or omission by Company in the performance of its duties hereunder, if such action or omission constitutes gross negligence, recklessness or misconduct on the part of Company. 6.3 Limitation of Liability. Notwithstanding anything in this Agreement to the contrary, neither party will have any liability to the other party for any special, consequential or punitive damages. 6.4 Third Party Claims. Each party Manager will immediately notify the other Company if a claim is made by a third party with respect to (i) this Agreement or Agreement, (ii) any matter arising from the Services. The indemnifying party Services, or (iii) any Properties that are the subject of this Agreement. Manager will propose counsel to defend any such claim and Company will have the right to approve such counsel or direct Manager to retain counsel of Company's choosing. Company will pay all expenses in connection with the defense of such claim, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered in respect of such claim, except when the claim results from the indemnified party's Manager's negligence, misconduct or recklessness. 4 7. Assignment. 6.1 Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned or delegated (whether by operation of law or otherwise) without the prior written consent of the other Parties, which consent shall not be unreasonably withheld; provided, that the foregoing shall in no way restrict the performance of a Service by a subsidiary or a third-party as otherwise allowed hereunder. View More
Indemnification. Programmer shall indemnify and hold Licensee harmless against any and all liability arising from Programmer's use of Licensee's facilities, if any, or from the broadcast of the WLIB Programs on the HD2 Channel, including without limitation for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights or any other violation of third party rights or FCC rul...es or other applicable law. The obligations under this Section shall survive any termination of this Agreement.View More
Indemnification. Programmer shall indemnify indemnify, defend, and hold Licensee harmless against any and all liability arising from Programmer's use of Licensee's facilities, if any, or from the broadcast of the WLIB Programs on the HD2 Channel, Stations, including without limitation all liability for indecency, libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights o...r any other violation of third party rights or FCC rules or other applicable law. law during the Term of this Agreement. Licensee shall indemnify, defend, and hold Programmer harmless against any and all liability arising from the broadcast of Licensee's programming on the Stations, including without limitation all liability for indecency, libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights or any other violation of third party rights or FCC rules or other applicable law or from any third party claim resulting from or arising out of Licensee's operation of the Stations prior to the LMA Commencement Date. The obligations under this Section shall survive any termination of this Agreement. View More
Indemnification. The Pledgor shall indemnify, defend and hold the Bank and any Bank Affiliate and their directors, officers, employees, agents and attorneys (each an "Indemnitee") harmless of and from any claim brought or threatened against any Indemnitee by the Pledgor, any guarantor or endorser of the Obligations, or any other person (as well as from attorneys' reasonable fees and expenses in connection therewith) on account of the Bank's relationship with the Pledgor, or any guarantor or endorser of the Oblig...ations (each of which may be defended, compromised, settled or pursued by the Bank with counsel of the Bank's election, but at the expense of the Pledgor), except for any claim arising out of the gross negligence or willful misconduct of the Bank. The within indemnification shall survive payment of the Obligations, and/or any termination, release or discharge executed by the Bank in favor of the Pledgor.View More
Indemnification. The Pledgor shall indemnify, defend and hold the Bank and any Bank Affiliate and their directors, officers, employees, agents and attorneys (each an "Indemnitee") harmless of and from any claim brought or threatened against any Indemnitee by the Pledgor, any guarantor or endorser of the Obligations, or any other person (as well as from attorneys' reasonable fees and expenses in connection therewith) on account of the Bank's relationship with the Pledgor, or any guarantor or endorser of the Oblig...ations (each of which may be defended, compromised, settled or pursued by the Bank with counsel of the Bank's election, but at the expense of the Pledgor), except for any claim arising out of the gross negligence or willful misconduct of the Bank. The within indemnification shall survive payment of the Obligations, and/or any termination, release or discharge executed by the Bank in favor of the Pledgor. View More
Indemnification. The Borrower agrees: (i) to pay and reimburse Bank for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Note and the other Loan Documents, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges [P: INDIVIDUAL MATTERS\STRATA SKIN SCIENCES\TERM NOTE] 10 of intern...al and external counsel, (ii) to pay and reimburse Bank for reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Note, Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of its counsel, whether internal or external, (iii) to pay, indemnify and hold harmless the Bank and its directors, officers and agents (each, an "Indemnified Party" and collectively, "Indemnified Parties") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of internal or external counsel for all Indemnified Parties in connection with the execution, delivery, enforcement, performance and administration of this Note or the Loan Documents and any such other documents or the use of the proceeds thereof, including any of the foregoing relating to the violation of, noncompliance with or liability applicable to the operations of the Borrower, any of its subsidiaries; provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to damages caused directly by the gross negligence or willful misconduct of Bank or any other Indemnified Party as determined by a non-appealable final judgment.View More
Indemnification. The Borrower agrees: (i) to pay and reimburse Bank for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Note and the other Loan Documents, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges [P: INDIVIDUAL MATTERS\STRATA SKIN SCIENCES\TERM NOTE] 10 of intern...al and external counsel, (ii) to pay and reimburse Bank for reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Note, Note and the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of its counsel, whether internal or external, (iii) to pay, indemnify and hold harmless the Bank and its directors, officers and agents (each, an "Indemnified Party" and collectively, "Indemnified Parties") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of internal or external counsel for all Indemnified Parties in connection with the execution, delivery, enforcement, performance and administration of this Note or the Loan Documents and any such other documents or the use of the proceeds thereof, including any of the foregoing relating to the violation of, noncompliance with or liability applicable to the operations of the Borrower, Borrower or any of its subsidiaries; provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to damages caused directly by the gross negligence or willful misconduct of Bank or any other such Indemnified Party as determined by a non-appealable final judgment. View More
