Indemnification Contract Clauses (12,390)

Indemnification. (a) Buyer agrees to indemnify, defend and hold harmless Seller against any and all claims, demands, losses, costs, expenses, obligations, liabilities and damages, including interest, penalties and attorneys' fees and costs incurred by Seller, arising, resulting from or relating to any breach of, or failure by Buyer to perform, any of its representations, warranties, covenants or agreements in this Agreement or in any exhibit or other document furnished or to be furnished by Buyer under this Agre...ement. -7- (b) XsunX agrees to indemnify, defend and hold harmless Buyer against any and all claims, demands, losses, costs, expenses, obligations, liabilities and damages, including interest, penalties and attorneys' fees and costs incurred by Buyer, arising, resulting from or relating to any breach of, or failure by XsunX or Seller to perform, any of their representations, warranties, covenants or agreements in this Agreement or in any exhibit or other document furnished or to be furnished by Buyer under this Agreement. (c) Seller agrees to indemnify, defend and hold harmless Buyer against any and all claims, demands, losses, costs, expenses, obligations, liabilities and damages, including interest, penalties and attorneys' fees and costs incurred by Buyer, arising, resulting from or relating to any failure by Seller to convey the XsunX Stock to Buyer free and clear of all liens, encumbrances and charges. View More

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 8. Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto... to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time. View More

Indemnification. 13.1 Indemnity. Company shall indemnify, defend, and hold harmless Licensor, Technion, the Researcher and their respective governors, directors, officers, employees, students and agents and their respective successors, heirs and assigns (the "Licensor lndemnitees"), from and against any liability, damage, loss, or expense (including reasonable attorneys fees and expenses of litigation) incurred by or imposed upon any of the Licensor Indemnitees in connection with any claims, suits, actions, dema...nds or judgments ("Claims") to the extent arising out of a third party claim that the development, use, manufacture, promotion, sale or other disposition of Licensed Technology or Licensed Products by the Company its Subsidiaries and Sublicensees, infringes upon such third party's intellectual property rights, except to the extent such Claim relates to or results from a breach of a representation or warranty by Licensor hereunder or from the negligence or willful misconduct of any Indemnified Party. The foregoing indemnification undertaking shall extend, without limitation, to product liability claims and damages, and to claims, demands, liabilities, losses, costs and expenses attributed to death, personal injury or property damage, or to penalties imposed on account of the violation of any law, regulations or governmental requirement, or any other theory of liability. 13.2. Procedures. If any Licensor Indemnitee receives notice of any Claim, such Licensor Indemnitee shall, as promptly as is reasonably possible, give Company notice of such Claim; provided, however, that failure to give such notice promptly shall only relieve Company 23 of any indemnification obligation it may have hereunder to the extent such failure diminishes the ability of Company to respond to or to defend the Licensor Indemnitee against such Claim. Licensor and Company shall consult and cooperate with each other regarding the response to and the defense of any such Claim and Company shall, upon its acknowledgment in writing of its obligation to indemnify the Licensor Indemnitee, be entitled to and shall assume the defense or represent the interests of the Licensor Indemnitee in respect of such Claim, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings on behalf of the Licensor Indemnitee and to propose, accept or reject offers of settlement, all at its sole cost. Nothing herein shall prevent the Licensor Indemnitee from retaining its own counsel and participating in its own defense at its own cost and expense. 13.3. Insurance. Commencing upon the first clinical trial in humans, Company shall maintain insurance that is reasonably adequate to fulfill any potential obligation to the Licensor Indemnitees consistent with industry standards. Company shall provide Licensor, upon request, with written evidence of such insurance and include Licensor as a beneficiary under such insurance policy. The Company shall continue to maintain such insurance after the expiration or termination of this Agreement during any period in which the Company continues to make, use, or sell Licensed Products, and thereafter for a [***] and shall be relieved of the obligation to maintain such insurance where a Sublicensee maintains such reasonably adequate insurance. View More

Indemnification. Without limiting any provision of the Lease, Sublandlord and Subtenant agree to indemnify and hold Prime Landlord harmless from and against any and all loss, cost, expense, damage, penalty or liability, including without limitation reasonable attorneys' fees, incurred as a result of a claim by any person or entity (i) that -3- it is entitled to a commission, finder's fee or like payment in connection with the Sublease; (ii) relating to or arising out of the Sublease or any related agreements or ...dealings; (iii) relating to or arising out of the injury to or death of any person or damage to property, in, upon, or at the Subleased Premises, (iv) relating to or arising out of the injury to or death of any person or damage to property, to the extent caused by the acts or omissions of the indemnifying party and/or its employees, agents, contractors, guests, licensees or invitees during the term of the Sublease; and (v) relating to or arising out of the breach by the indemnifying party of any of its covenants hereunder. View More

Indemnification. Consultant shall indemnify and hold harmless Nephros and its affiliates, and its and their respective directors, officers, managers, agents and employees against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards; costs; expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses or disbursement in giving testimony or furnishing documents in response to a sub...poena or otherwise), including; without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which Nephros is a party), directly or indirectly, caused by, relating to, based upon or arising out of or in connection with: (i) any material breach of this Agreement by Consultant; (ii) any willful misconduct or gross negligence by Consultant under this Agreement; or (iii) any act by Consultant in connection with Consultant's engagement with Nephros that is outside the scope of Consultant's authority hereunder. View More

Indemnification. You will indemnify and save harmless the Company from any loss incurred directly or indirectly by reason of the falsity or inaccuracy of any representation made herein. The Company will indemnify and save harmless you from any loss incurred directly or indirectly by reason of the falsity or inaccuracy of any representation made herein. The Company and you acknowledge and agree that the terms of the Company's standard form of indemnification agreement for members of the Board and executive office...rs of the Company have applied to you in your role as an executive officer of the Company, and the Company hereby affirms its continuing agreements and obligations as set forth in such indemnification agreement with you. View More

Indemnification. a) The Client shall indemnify BIG, its shareholders, directors, officers and employees (in each case, a "BIG Indemnitee") from and against all losses, damages, costs and expenses, and hold such BIG Indemnitee harmless from and against any and all claims, liabilities, demands, actions, causes of action, lawsuits and proceedings which may be made or brought against or suffered by a BIG Indemnitee, or which it may suffer or incur as a result of, in respect of or arising out of, the performance of t...he Services. Notwithstanding the foregoing, no BIG Indemnitee shall be entitled to any indemnification by the Client for or in respect of any act, matter or omission caused by (i) fraud, wilful misconduct, bad faith or gross negligence; (ii) violation of applicable laws; or (iii) a breach of this Agreement. b) BIG shall indemnify and hold harmless the Client, its shareholders, directors, officers and employees (in each case, an "Client Indemnitee") from and against all losses, damages, costs and expenses, and hold such Client Indemnitee harmless from and against any and all claims, liabilities, demands, actions, causes of action, lawsuits and proceedings which may be made or brought against or suffered by a Client Indemnitee, which it may suffer or incur as a result of, in respect of or arising out of any act, matter or omission caused by BIG or any representative thereof: i) fraud, wilful misconduct, bad faith or gross negligence; (ii) violation of applicable laws; or (iii) a breach of this Agreement. View More

Indemnification. The Consultant shall be solely liable for, and shall indemnify, defend and hold harmless the Company or a Portfolio Company and its successors and assigns from and against any claim or liability of any kind (including penalties, fees or charges) resulting from the Consultant's failure to pay the taxes, penalties, and payments referenced in Section 5 of this Agreement. The Consultant shall further indemnify, defend and hold harmless the Company or a Portfolio Company and its successors and assign...s from and against any and all loss or damage resulting from any misrepresentation, or any non-fulfillment of any representation, responsibility, covenant or agreement on her part, as well as any and all acts, suits, proceedings, demands, assessments, penalties, judgments of or against the Company or a Portfolio Company arising out of the Consultant's gross negligence in the provision of Services hereunder. View More

Indemnification. 11.1 Indemnification by Licensor. Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates, and each of Licensee'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 Licensor's breach of any representation, warranty, covenant, or obligation ...under this Agreement, except in each case to the extent any Actions are caused by an Indemnitee's gross negligence or willful misconduct. 13 11.2 Indemnification by Licensee. Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates, and each of Licensor'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 Licensee's breach of any representation, warranty, covenant, or obligation under this Agreement, except in each case to the extent any Actions are caused by an Indemnitee's gross negligence or willful misconduct. 11.3 Indemnification Procedure. An Indemnitee shall promptly notify the Licensor in writing of any Action and cooperate with Licensor at Licensor's sole cost and expense. Licensor shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to Indemnitee to handle and defend the same, at Licensor's sole cost and expense. Licensor shall not settle any Action in a manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent. The Indemnitee's failure to perform any obligations under this Section 11.3 shall not relieve Licensor of its obligation under this Section 11.3 except to the extent Licensor can demonstrate that it has been materially prejudiced because of the failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. View More

Indemnification. 15.1Survival; Right to Indemnification Not Affected By Knowledge or Materiality. 15.1.1All representations, warranties, covenants, and obligations in this Agreement, will survive the execution of this Agreement. 15.1.2The right of the Indemnified Party to indemnification for losses or other remedy based on breach of the representations, warranties, and/or covenants set forth in this Agreement will not be affected by the closing of the transaction contemplated by this Agreement, or any informatio...n of which the Indemnified Party may have imputed or constructive knowledge prior to the date of this Agreement, provided that the rights and remedies of the Indemnified Party in respect of any of the foregoing shall not extend to any event or matter which otherwise might have affected such rights and remedies as provided in any specific written waiver or release by the Indemnified Party. PAU initials____PLYN initials ____8 | P a g e 15.1.3For the purpose of determining whether there is a claim for losses under this Section and calculation of the amount of such losses, any qualification of any representation or warranty by reference to the materiality of matters stated therein, and any limitations of such representations as being to the knowledge of any person, or words to similar effect, shall be disregarded. 15.2Indemnification 15.2.1Subject to the limitations in Section 15.3 below, and in consideration of the agreements contained herein, each Party shall defend, indemnify and hold the other Party harmless from and against any losses, liabilities or expenses, including reasonable attorney's fees, directly incurred by it resulting from any Third-Party Action that is instituted against it, resulting from or arising out of any breach of any of the representations or warranties made by such Party to the other Party in or pursuant to this Agreement. 15.3Limitations on Indemnification. 15.3.1The right to indemnification under Section 15.2 is subject to the following limitations: 15.3.1.1Neither Party shall have any liability under Section 15.2 unless the other Party gives prompt written notice to the Indemnifying Party asserting a claim for losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of a period of three (3) years after the date hereof for all claims of any type or nature whatsoever. 15.4Defense of Third-Party Actions. 15.4.1Promptly after receipt of notice of any Third-Party Action, any person who believes he, she or it may be an Indemnified Person will give prompt written notice to the potential Indemnifying Person of such action. 15.4.2Upon receipt of a written notice of a Third-Party Action, the Indemnifying Person shall control the defense and settlement of such Third-Party Action. The Indemnified Person shall render all assistance as shall be reasonable and shall have the right to participate in and appoint its own counsel (at its own cost) and be present at the defense of such Third-Party Action, but not to control the defense, negotiation, or settlement thereof, which control shall remain with the Indemnifying Person. View More