Indemnification Contract Clauses (12,390)

Indemnification. In consideration of and as a condition precedent to Canaccord Genuity undertaking the engagement contemplated by this letter, the Company agrees to the indemnification provisions and other matters set forth in Annex A, which is incorporated by reference into this Agreement.

Indemnification. 14.1 Indemnification Obligation. Subject to Section 14.2, Licensee shall hold harmless, defend and indemnify Licensor and its respective directors, officers, employees, and agents (each an "Indemnified Party") from and against any liabilities, damages, causes of action, suits, judgments, liens, penalties, fines, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and other expenses of litigation) (collectively the "Liabilities") resulting from claims or demands ...brought by third parties against an Indemnified Party on account of any injury or death of persons, or any other damage or loss arising out of or in connection with this Agreement, or the exercise or practice by or under authority of Licensee, its affiliates or their Sublicensees, or third party wholesalers or distributors, or third parties who purchase a Licensed Product or Licensed Service, of the rights granted to Licensee by Licensor under this Agreement. 14.2 Conditions of Indemnification. Licensee shall have no responsibility or obligation under Section 14.1 for any Liabilities to the extent caused by the gross negligence or willful misconduct of Licensor. Obligations to indemnify and hold harmless under Section 14.1 are subject to: (a) the Indemnified Party giving Licensee control of the defense and settlement of the claim and demand; and (b) the Indemnified Party providing the assistance reasonably requested by Licensee, at Licensee's expense. View More

Indemnification. 5.1. Lannett shall indemnify, defend and hold Seller and its officers, directors, affiliates, agents and employees harmless from and against any and all third party claims, demands, costs, expenses, losses, liabilities and/or damages (including, but not limited to, reasonable attorneys' fees and court costs) of every kind and nature caused by or resulting from Lannett's or its officers, directors, affiliates, agents and employee's negligence relating to, or breach of, this Agreement; provided, h...owever, that in no event shall this Section 6.1 apply to any claim covered by Sections 6.2 or 6.3 below and Lannett shall not have any liability or indemnification obligation hereunder to the extent any such allegation is caused by the negligence, gross negligence or willful misconduct of Seller or its officers, directors, agents and/or employees. 5.2. Seller shall indemnify, defend and hold Lannett and its officers, directors, affiliates, agents and employees harmless from and against any and all claims, demands, costs, expenses, losses, liabilities and/or damages (including, but not limited to, third party claims, reasonable attorneys' fees and court costs) of every kind and nature caused by or resulting from Seller or its officers, directors, affiliates, agents and employee's negligence relating to, or breach of, this Agreement, misrepresentation, breach of warranty and any claim for personal or bodily injury (including death) arising from Seller's failure to manufacture the Product in accordance with the Product Specifications and applicable laws; provided, however, that in no event shall this Section 6.2 apply to any claim covered by Sections 6.1 above and Seller shall not have any liability or indemnification obligation hereunder to the extent any such allegation is caused by the negligence, gross negligence or willful misconduct of Lannett or its officers, directors, agents and/or employees. 5.3. Seller shall also indemnify, defend and hold Lannett and its officers, directors, affiliates, agents and employees harmless from and against any and all claims, demands, costs, expenses, losses, liabilities, and/or damages (including, but not limited to, third party claims, reasonable attorneys' fees and court costs) of every kind and nature incident to or resulting directly or indirectly from any allegation that Product, or the manufacture and/or processing thereof, infringes upon or violates any patent, copyright, trade secret or other intellectual property right of any third party; provided, however, that in no event shall this Section 6.3 apply to any and all claims, demands, costs, expenses, losses, liabilities, and/or damages of every kind and nature incident to or resulting directly or indirectly from any allegation that the injection drug delivery device, or the assembly and/or use thereof, infringes upon or violates any patent, copyright, trade secret, trademark or other intellectual property right of any third party and Seller shall not have any liability or indemnification obligation hereunder. 5.4. Each party will promptly notify the other of any actual or threatened judicial or other proceedings which could involve either or both parties. Each party reserves the right to defend itself in any such proceedings; provided, however, that, if indemnity is sought, then the party from whom indemnity is sought shall have the right to control the defense of the claim (provided that such claim is solely for monetary damages and the indemnifying party agrees to pay all damages relating to such matter, as evidenced in a written confirmation delivered by the 13 106569863.v1 indemnifying party to the indemnified party), and the indemnified party may participate with counsel of its choice at its own expense. The parties shall cooperate with each other to the extent reasonably necessary in the defense of all actual or potential liability claims and in any other litigation relating to the Product supplied pursuant to this Agreement. Each party will supply information to the other relevant to any product liability claims and litigation affecting the Product and/or the Product, as the case may be. View More

Indemnification. (a) Subject to Section 10(d) hereof, Tenant shall indemnify, defend and hold harmless Landlord and the Additional Insureds, from and against any costs, expenses, claims, causes of action, damages and liabilities of any type or nature whatsoever (including, but not limited to, reasonable attorneys' fees and costs of litigation) arising out of or relating to or in connection with any breach by Tenant of its obligations and agreements contained in this Lease or Tenant's acts or the acts of its agen...ts, servants, invitees, contractors or employees or otherwise occurring in or arising from the Premises, unless such loss or liability results from Landlord's negligent or wrongful acts or omissions. (b) Subject to Section 10(d) hereof, Landlord shall indemnify, defend and hold harmless Tenant and its partners, members, managers, shareholders, officers, directors, employees, agents and representatives, from and against any costs, expenses, claims, causes of action, damages and liabilities of any time or nature whatsoever (including, but not limited to, reasonable attorneys' fees and costs of litigation) arising out of or relating to or in connection with any breach by Landlord of its obligations and agreements contained in this Lease or any act or omission of Landlord or its agents, servants, invitees, contractors or employees. View More

Indemnification. To the fullest extent permitted by applicable law, subject to applicable limitations, including those imposed by the Dodd-Frank Wall Street Reform and Protection Act and the regulations promulgated thereunder, Company shall indemnify, defend, and hold harmless Hansen from and against any and all claims, demands, actions, causes of action, liabilities, losses, judgments, fines, costs and expenses (including reasonable attorneys' fees and settlement expenses) arising from or relating to his servic...e or status as an officer, director, employee, agent or representative of Company or any affiliate of Company or in any other capacity in which Hansen serves or has served at the request of, or for the benefit of, Company or its affiliates. Company's obligations under this Section shall be in addition to, and not in derogation of, any rights Hansen may have against Company to indemnification or advancement of expenses, whether by statute, contract, by-laws or otherwise. View More

Indemnification. Tenant shall indemnify, defend and hold harmless Landlord and the Condominium Board, the entities (if any) comprising Landlord, each affiliate or subsidiary of Landlord, and its and their partners, members, shareholders, officers, directors, employees and agents, Lessors (including, without limitation, the City and any administrator of the Ground Lease) and Mortgagees (as defined in Section 27) (each individually and collectively the "Landlord Indemnitees") from and against any and all Claims ag...ainst the Landlord Indemnitees of whatever nature arising directly or indirectly from, or out of: (a) any negligence or willful misconduct by any Tenant Party, (b) any accident, injury, death or damage whatsoever caused to any Person or to the property of any Person occurring within or about the Premises, except to the extent determined by a court of competent jurisdiction to have been caused solely by the willful misconduct or gross negligence of Landlord, (c) any accident, injury, death or damage whatsoever caused to any Person or to the property of any Person occurring outside of the Premises but anywhere within or about the Building, the Land or the Project, expressly including for purposes of this indemnification the Common Areas and the Open Space, where such accident, injury, death or damage is caused (or is claimed to have been caused) by or otherwise involves an act or omission, or the negligence or willful misconduct of any Tenant Party and (d) any accident, injury, death or damage whatsoever caused to any Person or to the property of any Person occurring within or about the Premises, where such accident, injury, death or damage is caused (or is claimed to have been caused) by or otherwise relates to (x) the use or occupancy by any Tenant Party of, or any other activity, work, conduct of business or thing done, permitted or suffered by any Tenant Party in or about any of, the Premises, the Building, the Land or the Project, expressly including for purposes of this indemnification the Common Areas and the Open Space, or (y) a breach or default by any Tenant Party in the performance of any of its or Tenant's obligations hereunder, This indemnity, defense and hold harmless agreement shall include indemnification from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including reasonable attorneys' fees and disbursements) incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof. View More

Indemnification. Subject to the terms of Paragraph 17, Tenant shall defend, protect, indemnify and hold harmless Landlord and Landlord's Agents against and from any and all claims, suits, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys' fees, costs and disbursements) arising from (i) the use of the Premises, the Building or the Project by Tenant or Tenant's Agents, or from any activity done, permitted or suffered by Tenant or Tenant's Age...nts in or about the Premises, the Building or the Project, and (ii) any act, neglect, fault, willful misconduct or omission of Tenant or Tenant's Agents, or from any breach or default in the terms of this Lease by Tenant or Tenant's Agents, and (iii) any action or proceeding brought on account of any matter in items (i) or (ii); however, the foregoing indemnity shall not be applicable to the extent any claims arising by reason of the negligence or willful misconduct of Landlord or Landlord's Agents or by the failure of Landlord to observe any of the terms and conditions of this Lease. If any action or proceeding is brought against Landlord by reason of any such claim, upon notice from Landlord, Tenant shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. As a material part of the consideration to Landlord, Tenant hereby releases Landlord and Landlord's Agents from responsibility for, waives its entire claim of recovery for and assumes all risk of (A) damage to property or injury to persons in or about the Premises, the Building or the Project from any cause whatsoever (except to the extent such matters are caused by the gross negligence or willful misconduct of Landlord or Landlord's Agents or by the failure of Landlord to observe any of the terms and conditions of this Lease, if such failure has persisted for an unreasonable period of time after written notice of such failure), or (B) loss resulting from business interruption or loss of income at the Premises. The obligations of Tenant under this Paragraph 16(a) shall survive any termination of this Lease. (b) Of Tenant. Subject to the terms of Paragraph 17, Landlord shall indemnify and hold harmless Tenant and Tenant's Agents against and from any and all claims, suits, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorney's fees) arising from the gross negligence or willful misconduct of Landlord or Landlord's Agents. If any action or proceeding is brought against Tenant by reason of any such claim, upon notice from Tenant, Landlord shall defend the same at Landlord's expense by counsel reasonably satisfactory to Tenant. The obligations of Landlord under this Paragraph 16(b) shall survive any termination of this Lease. 33 (c) No Impairment of Insurance. The foregoing indemnities shall not relieve any insurance carrier of its obligations under any policies required to be carried by either party pursuant to this Lease, to the extent that such policies cover the peril or occurrence that results in the claim that is subject to the foregoing indemnity. Because the foregoing waivers will preclude the assignment of any claim by way of subrogation to an insurance company or any other person, each party shall immediately notify its insurer, in writing, of the terms of these mutual waivers and have its insurance policies endorsed to prevent the invalidation of the insurance coverage because of these waivers. Nothing in this Paragraph 17 shall relieve a party of liability to the other for failure to carry insurance required by this Lease. View More

Indemnification. Aldo Dalla-Vecchia agrees to indemnify and hold harmless BioForce NanoSciences Holdings, Inc. from all claims, losses, expenses, fees including attorney fees, costs, and Judgments that may be asserted against BioForce NanoSciences Holdings, Inc. that result from the acts or omissions of Aldo Dalla-Vecchia, Aldo Dalla-Vecchia's employees, if any, and Aldo Dalla-Vecchia's agents.

Indemnification. The Executive shall be covered under the indemnification provisions of the Company's charter and bylaws in effect from time to time on terms and conditions no less favorable to the Executive than those provided to directors of the Company generally. Following the Termination Date, the Company will indemnify, and cover the Executive under the Company's directors' and officers' liability insurance, for the same period and on the same basis as the directors of the Company generally, which liability... insurance shall at all times provide coverage in an amount that is reasonable and customary for companies of a similar size in the Company's industry. View More

Indemnification. Contractor will indemnify, defend, and hold harmless Company and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys' fees and other legal expenses, arising directly or indirectly from or in connection with: any negligent, reckless, or intentionally wrongful act of Contractor or Contractor's assistants, employees, or agents, any breach by Contractor or Contractor's assistants, employees, or agents of any of the... covenants, warranties, or representations contained in this Agreement, any failure of Contractor to perform the Services in accordance with all applicable laws, rules, and regulations, or any violation or claimed violation of a third party's rights resulting in whole or in part from Company's use of the work product of Contractor under this Agreement. 6.2 Intellectual Property Infringement. In the event of any claim concerning the intellectual property rights of a third party that would prevent or limit Company's use of the Inventions, Contractor will, in addition to its obligations under Section 6.1, take one of the following actions at its sole expense: (a) procure for Company the right to continue use of the Invention or infringing part thereof; or (b) modify or amend the Invention or infringing part thereof, or replace the Invention or infringing part thereof with another Invention having substantially the same or better capabilities. View More