Indemnification Contract Clauses (39,286)
Grouped Into 322 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. During the period of his employment hereunder, the Company agrees to indemnify the Executive in his capacity as an officer of the Company, all to the maximum extent permitted under the laws of the State of New York and applicable banking rules and regulations. The provisions of this Section 11 shall survive expiration or termination of this Agreement for any reason whatsoever.
Indemnification. During the period of his employment hereunder, the Company agrees to indemnify the Executive in his capacity as an officer of the Company, all to the maximum extent permitted under the laws of the
State Commonwealth of
New York and applicable banking rules and regulations. Massachusetts. The provisions of this Section
11 15 shall survive expiration or termination of this Agreement for any reason whatsoever.
Indemnification. During the period of his employment hereunder, the
Company Bank agrees to indemnify the Executive in his capacity as an officer of the
Company, Bank, all to the maximum extent permitted under the laws of the State of New York and applicable banking rules and regulations. The provisions of this Section 11 shall survive expiration or termination of this Agreement for any reason whatsoever.
Indemnification. During the period of his employment hereunder, the
Company Employers agrees to indemnify the Executive in his capacity as an officer of the
Company, Employers, all to the maximum extent permitted under the laws of the
State Commonwealth of
New York Massachusetts and applicable banking rules and regulations. The provisions of this Section 11 shall survive expiration or termination of this Agreement for any reason whatsoever.
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Indemnification. Subscriber agrees to indemnify and hold harmless the Company and its officers, directors, employees, shareholders, agents representatives and affiliates, and any person acting on behalf of the Company, from and against any and all damage, loss, liability, cost and expense (including reasonable attorneys' fees) which any of them may incur by reason of the failure by Subscriber to fulfill any of the terms and conditions of this Subscription Agreement, or by reason of any breach of the
... representations and warranties made by Subscriber herein, or in any other document provided by Subscriber to the Company. All representations, warranties and covenants of each of Subscriber and the Company contained herein shall survive the acceptance of this subscription.
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Indemnification. Subscriber
acknowledges that Subscriber understands the meaning and legal consequences of the representations and warranties made by Subscriber herein, and that the Company is relying on such representations and warranties in making the determination to accept or reject this Subscription Agreement. Subscriber hereby agrees to indemnify and hold harmless the Company and
its officers, directors, employees, shareholders, agents representatives each employee and
affiliates, and any person acting on... behalf of the Company, agent thereof from and against any and all damage, loss, liability, cost and expense (including reasonable attorneys' fees) which losses, damages or liabilities due to or arising out of a breach of any representation or warranty of them may incur by reason of the failure by Subscriber to fulfill any of the terms and conditions of contained in this Subscription Agreement, or by reason of any breach of the representations and warranties made by Subscriber herein, or in any other document provided by Subscriber to the Company. All representations, warranties and covenants of each of Subscriber and the Company contained herein shall survive the acceptance of this subscription. Agreement.
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Indemnification. Subscriber
acknowledges that Subscriber understands the meaning and legal consequences of the representations and warranties made by Subscriber herein, and that the Company is relying on such representations and warranties in making the determination to accept or reject this Subscription Agreement. Subscriber hereby agrees to indemnify and hold harmless the Company and
its officers, directors, employees, shareholders, agents representatives each employee and
affiliates, and any person acting on... behalf of the Company, agent thereof from and against any and all damage, loss, liability, cost and expense (including reasonable attorneys' fees) which losses, damages or liabilities due to or arising out of a breach of any representation or warranty of them may incur by reason of the failure by Subscriber to fulfill any of the terms and conditions of contained in this Subscription Agreement, or by reason of any breach of the representations and warranties made by Subscriber herein, or in any other document provided by Subscriber to the Company. All representations, warranties and covenants of each of Subscriber and the Company contained herein shall survive the acceptance of this subscription. Agreement.
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Indemnification.
The Subscriber
understands the meaning and legal consequences of the representations and warranties set forth in this Agreement and agrees to indemnify and hold harmless the
Company Company, and its
directors, officers,
directors, employees,
shareholders, agents representatives and affiliates, and any person acting on behalf of the
Company, Company (the "Indemnified Person"), from and against any and all damage, loss, liability, cost and expense (including
reasonable attorneys' fees) which any
... of them may incur by reason of, due to or arising out of (i) the failure by the Subscriber to fulfill any of the terms and conditions of this Subscription Agreement, (iii) any misrepresentation or by reason of any breach of the representations and warranties warranty made by the Subscriber herein, herein or in any other document provided by the Subscriber to the Company. All Company, or (iii) any distribution by the Subscriber of the Convertible Notes in violation of this Subscription Agreement or applicable law. The obligation to pay the balance of the Subscription Price, all representations, warranties and covenants of each of Subscriber contained in this Subscription Agreement, and the Company indemnification contained herein in this Section 7, shall survive the acceptance of this subscription. Subscription Agreement and the purchase and sale of the Convertible Notes.
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Indemnification. The Purchaser acknowledges that the Purchaser understands the meaning and legal consequences of the representations, warranties and covenants in Section 3 hereof and that the Company has relied upon such representations, warranties and covenants, and the Purchaser hereby agrees to indemnify and hold harmless the Company and its officers, directors, controlling persons, agents and employees, from and against any and all losses, damages or liabilities due to or arising out of a breach of any
... representation, warranty or covenant made by the Purchaser herein. Notwithstanding the foregoing, however, no representation, warranty, covenant, acknowledgment or agreement made herein by the Purchaser shall in any manner be deemed to constitute a waiver of any rights granted to the Purchaser under Federal or state securities laws. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Section 5 shall survive the acceptance of this subscription.
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Indemnification. The
Purchaser acknowledges that the Purchaser understands the meaning and legal consequences of the
representations, representations and warranties
and covenants contained in Section
3 hereof 4.2, and
that the Company has relied upon such representations, warranties and covenants, and the Purchaser hereby agrees to indemnify and hold harmless the Company and
its officers, directors, controlling persons, agents and employees, from and each member, officer, employee, agent or representative... thereof against any and all losses, damages loss, damage or liabilities liability due to or arising out of a breach of any representation, warranty representation or covenant made by warranty, or breach or failure to comply with any covenant, of the Purchaser herein. Purchaser, whether contained in the Term Sheet or this Subscription Agreement. 5 Notwithstanding any of the foregoing, however, no representation, warranty, covenant, acknowledgment representations, warranties, acknowledgments or agreement agreements made herein by the Purchaser, the Purchaser shall does not thereby or in any other manner be deemed to constitute a waiver of waive any rights granted to the Purchaser under Federal federal or state securities laws. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Section 5 shall survive the acceptance of this subscription.
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Indemnification.
(a) The Purchaser acknowledges that
it understands the meaning and legal consequences of the representations, warranties and covenants in Section 2 hereof and in the Questionnaire, and that the Company has relied upon such representations, warranties and covenants, as applicable, and the Purchaser
hereby agrees to indemnify and hold harmless the Company, its officers, directors, controlling persons, agents, advisors, representatives and employees, from and against any and all loss, damage,... expense, claim, action, suit or proceeding (including reasonable attorneys' fees and expenses) or liabilities due to or arising out of a breach of any representation, warranty, covenant or acknowledgements made by the Purchaser herein. (b) The Company acknowledges that it understands the meaning and legal consequences of the representations, warranties and covenants in Section 3 hereof hereof, and that the Company Purchaser has relied upon such representations, warranties and covenants, as applicable, and the Purchaser Company hereby agrees to indemnify and hold harmless the Company and Purchaser, its officers, directors, controlling persons, agents agents, advisors, representatives and employees, from and against any and all losses, damages loss, damage, expense, claim, action, suit or proceeding (including reasonable attorneys' fees and expenses) or liabilities due to or arising out of a breach of any representation, warranty warranty, covenant or covenant acknowledgements made by the Purchaser Company herein. Notwithstanding the foregoing, however, no representation, warranty, covenant, acknowledgment or agreement made herein by the Purchaser shall in any manner be deemed to constitute a waiver of any rights granted to the Purchaser under Federal or state securities laws. All representations, warranties warranties, covenants and covenants acknowledgements contained in this Subscription Agreement and in the Questionnaire and the indemnification contained in this Section 5 8 shall survive the acceptance delivery of this subscription. the Securities. If, in any respect, any representations and warranties shall not be true and accurate on or prior to the Closing Date, the relevant party shall immediately give written notice to the other party specifying which representations and warranties are not true and accurate and the reason therefor. 6 9. Purchaser Information. The Purchaser has furnished a completed and executed Questionnaire as part of the Subscription Agreement, the information in which is true and correct in all respects and which is hereby incorporated by reference herein.
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Indemnification. The
Purchaser acknowledges that the Purchaser understands the meaning and legal consequences of the
representations, representations and warranties
and covenants contained in Section
3 hereof 4.2, and
that the Company has relied upon such representations, warranties and covenants, and the Purchaser hereby agrees to indemnify and hold harmless the Company and
its officers, directors, controlling persons, agents and employees, from and each member, officer, employee, agent or representative... thereof against any and all losses, damages loss, damage or liabilities liability due to or arising out of a breach of any representation, warranty representation or covenant made by warranty, or breach or failure to comply with any covenant, of the Purchaser herein. Purchaser, in this Subscription Agreement. Notwithstanding any of the foregoing, however, no representation, warranty, covenant, acknowledgment representations, warranties, acknowledgments or agreement agreements made herein by the Purchaser, the Purchaser shall does not thereby or in any other manner be deemed to constitute a waiver of waive any rights granted to the Purchaser under Federal federal or state securities laws. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Section 5 shall survive the acceptance of this subscription.
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Indemnification. Company will defend, indemnify, and hold harmless each Indemnified Party from and against any and all Liabilities with respect to an Indemnification Event. The term "Indemnified Party" means each of University and its trustees, officers, faculty, students, employees, contractors, and agents. The term "Liabilities" means all damages, awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, liens, losses, lost profits
... and expenses (including, but not limited to, court costs, interest and reasonable fees of attorneys, accountants and other experts) that are incurred by an Indemnified Party or awarded or otherwise required to be paid to third parties by an Indemnified Party. The term "Indemnification Event" means any Claim against one or more Indemnified Parties arising out of or resulting from: (a)the development, testing, use, manufacture, promotion, sale or other disposition of any Patent Rights or Licensed Products by Company, its Affiliates, sublicensees, assignees or vendors or third parties, including, but not limited to, (i)any product liability or other Claim of any kind related to use by a third party of a Licensed Product, (ii)any Claim by a third party that the practice of any of the Patent Rights or the design, composition, manufacture, use, sale or other disposition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such third party, and (iii)any Claim by a third party relating to clinical trials or studies for Licensed Products; (b)any material breach of the Transaction Agreements by Company or its Affiliates or sublicensees; (c)any Claim arising from, relating to or in connection with Company's capital or debt raising activities, including but not limited to its private placement memorandum, stock purchase agreements, convertible purchase arrangements and/or debt instruments, and/or Company's written or oral statements and/or representations made about University in all such capital or debt raising activities; and (d)the enforcement of this Article 11 by any Indemnified Party. The term "Claim" means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or demands. 11.2 Reimbursement of Costs. Company will pay directly all Liabilities incurred for defense or negotiation of any Claim or will reimburse University for all documented Liabilities incident to the defense or negotiation of any Claim within thirty (30) days after Company's receipt of invoices for such fees, expenses and charges. 11.3 Control of Litigation. Company controls any litigation or potential litigation involving the defense of any Claim, including the selection of counsel, with input from University. University reserves the right to protect its interest in defending against any Claim by selecting its own counsel, with any attorneys' fees and litigation expenses paid for by Company, pursuant to Sections 11.1 and 11.2. 11.4 Other Provisions. Company will not settle or compromise any Claim giving rise to Liabilities in any manner that imposes any restrictions or obligations on University or grants any rights to the Patent Rights or the Licensed Products without University's prior written consent. If Company fails or declines to assume the defense of any Claim within thirty (30) days after notice of the Claim, or fails to reimburse an Indemnified Party for any Liabilities pursuant to Sections 11.1 and 11.2 within the thirty (30) day time period set forth in Section 11.2, then University may assume the defense of such Claim for the account and at the risk of Company, and any Liabilities related to such Claim will be conclusively deemed a liability of Company. The indemnification rights of the Indemnified Parties under this Article 11 are in addition to all other rights that an Indemnified Party may have at law, in equity or otherwise.
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Indemnification. Company will defend, indemnify, and hold harmless each Indemnified Party from and against any and all Liabilities with respect to an Indemnification Event. The term "Indemnified Party" means each of
University Penn and its trustees, officers, faculty, students, employees, contractors, and agents. The term "Liabilities" means all damages, awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, liens, losses, lost
... profits and expenses (including, but not limited to, court costs, interest and reasonable fees of attorneys, accountants and other experts) that are incurred by an Indemnified Party or awarded or otherwise required to be paid to third parties by an Indemnified Party. The term "Indemnification Event" means any Claim against one or more Indemnified Parties to the extent arising out of or resulting from: (a)the development, testing, use, manufacture, promotion, sale or other disposition of any Patent Rights or Licensed Products by Company, its Affiliates, sublicensees, assignees or vendors or third parties, including, but not limited to, (i)any product liability or other Claim of any kind related to use by a third party of a Licensed Product, (ii)any Claim by a third party that the practice of any of the Patent Rights or the design, composition, manufacture, use, sale or other disposition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such third party, and (iii)any Claim by a third party relating to clinical trials or studies for Licensed Products; (b)any material breach of the Transaction Agreements by Company or its Affiliates or sublicensees; (c)any Claim arising from, relating to or in connection with Company's capital or debt raising activities, including but not limited to its private placement memorandum, stock purchase agreements, convertible purchase arrangements and/or debt instruments, and/or Company's written or oral statements and/or representations made about University in all such capital or debt raising activities; and (d)the enforcement of this Article 11 by any Indemnified Party. ****. The term "Claim" means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or demands. ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED 11.2 Reimbursement of Costs. Company will pay directly all Liabilities incurred for defense or negotiation of any Claim or will reimburse University Penn for all documented Liabilities incident to the defense or negotiation of any Claim within thirty (30) days **** after Company's receipt of invoices for such fees, expenses and charges. 11.3 Control of Litigation. Company controls any litigation or potential litigation involving the defense of any Claim, including the selection of counsel, with input from University. University reserves the right to protect its interest in defending against any Claim by selecting its own counsel, with any attorneys' fees and litigation expenses paid for by Company, pursuant to Sections 11.1 and 11.2. Penn. 11.4 Other Provisions. Company will not settle or compromise any Claim giving rise to Liabilities in any manner that imposes any restrictions or obligations on University Penn or grants any rights to the Patent Rights Licensed IP or the Licensed Products without University's Penn's prior written consent. If Company fails or declines to assume the defense of any Claim within thirty (30) days after notice of the Claim, or fails to reimburse an Indemnified Party for any Liabilities pursuant to Sections 11.1 and 11.2 within the thirty (30) day time period set forth in Section 11.2, then University Penn may assume the defense of such Claim for the account and at the risk of Company, and any Liabilities related to such Claim will be conclusively deemed a liability of Company. The indemnification rights of the Indemnified Parties under this Article 11 are in addition to all other rights that an Indemnified Party may have at law, in equity or otherwise.
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Indemnification.
Except to the extent that Penn is grossly negligent or engaged in willful misconduct with respect to Penn's use of the Penn Patent Rights, Company will defend,
indemnify, indemnity, and hold harmless each Indemnified Party from and against any and all Liabilities with respect to an Indemnification Event. The term "Indemnified Party" means each of
University Penn and its trustees, officers, faculty,
students, employees, agents, contractors,
employees and
agents. students. The term "Liabilities"
... means all damages, awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, liens, losses, lost profits and expenses (including, but not limited to, court costs, interest and reasonable fees of attorneys, accountants and other experts) that are incurred by an Indemnified Party or awarded or otherwise required to be paid to third parties by an Indemnified Party. The term "Indemnification Event" means any Claim against one or more Indemnified Parties arising out of or resulting from: (a)the (a) the development, testing, use, manufacture, promotion, sale or other disposition of any Penn Patent Rights or Licensed Products or Other Licensed Products as the case may be by Company, its Affiliates, its sublicensees, its assignees or vendors or third parties, its vendors, including, but not limited to, (i)any (x) a product liability or other Claim of any kind land related to use by a third party of a Licensed Product, (ii)any (y) a Claim by a third EXECUTION COPY party that the practice of any of the Penn Patent Rights or the design, composition, manufacture, use, sale or other disposition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such third party, and (iii)any (z) a Claim by a third party relating to clinical trials or studies for Licensed Products; (b)any Products or Other Licensed Products as the case may be; (b) any material breach of the Transaction Agreements this Agreement by Company or its Affiliates or sublicensees; (c)any Claim arising from, relating to or in connection with Company's capital or debt raising activities, including but not limited to its private placement memorandum, stock purchase agreements, convertible purchase arrangements and/or debt instruments, and/or Company's written or oral statements and/or representations made about University in all such capital or debt raising activities; and (d)the (c) the enforcement of this Article 11 by any Indemnified indemnified Party. The term "Claim" means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or demands. 11.2 Reimbursement of Costs. Company will pay directly all Liabilities incurred for defense or negotiation of any Claim or will reimburse University for all documented Liabilities incident to the defense or negotiation of any Claim within thirty (30) days after Company's receipt of invoices for such fees, expenses and charges. 11.3 Control of Litigation. Company controls any litigation or potential litigation involving the defense of any Claim, including the selection of counsel, with input from University. University reserves the right to protect its interest in defending against any Claim by selecting its own counsel, with any attorneys' fees and litigation expenses paid for by Company, pursuant to Sections 11.1 and 11.2. 11.4 Other Provisions. Company will not settle or compromise any Claim giving rise to Liabilities in any manner that imposes any restrictions or obligations on University or grants any rights to the Patent Rights or the Licensed Products Penn without University's Penn's prior written consent. consent, which will not be unreasonably withheld. Penn will promptly notify Company of any Claim of which it becomes aware and will cooperate with Company's reasonable requests in connection with defense of such Claim, at Company's expense. If Company fails or declines to assume the defense of any Claim within thirty (30) [**] days after notice of the Claim, or fails to reimburse an Indemnified Party for any Liabilities pursuant to Sections 11.1 and 11.2 within the thirty (30) day time period set forth in Section 11.2, then University Penn may assume the defense of such Claim for the account and at the risk of Company, and any Liabilities related to such Claim will be conclusively deemed a liability of Company. The indemnification rights of the Indemnified Parties under this Article 11 are in addition to all other rights that an Indemnified Party may have at law, in equity or otherwise.
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Indemnification. In addition to any rights to indemnification to which the Executive is entitled under the Company's charter and by-laws, to the extent permitted by applicable law, the Company will indemnify, from the assets of the Company supplemented by insurance in an amount determined by the Company, the Executive at all times, during and after the Agreement Term, and, to the maximum extent permitted by applicable law, shall pay the Executive's expenses (including reasonable attorneys' fees and expenses,
... which shall be paid in advance by the Company as incurred, subject to recoupment in accordance with applicable law) in connection with any threatened or actual action, suit or proceeding to which the Executive may be made a party, brought by any shareholder of the Company directly or derivatively or by any third party by reason of any act or omission or alleged act or omission in relation to any affairs of the Company or any Affiliate of the Company of the Executive as an officer, director or employee of the Company or any Affiliate of the Company. The Company shall use best efforts to purchase and maintain, at its own expense, during the Agreement Term and thereafter insurance coverage sufficient in the reasonable determination of the Board to satisfy any indemnification obligation of the Company arising under this Section 22.
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Indemnification. In addition to any rights to indemnification to which the Executive is entitled under the Company's charter and by-laws, to the extent permitted by applicable law, the Company will indemnify, from the assets of the Company supplemented by insurance in an amount determined by the Company,
the Executive at all times, during and after the Agreement Term, and, to the maximum extent permitted by applicable law, shall pay
the Executive's expenses (including reasonable attorneys' fees and expenses,
... which shall be paid in advance by the Company as incurred, subject to recoupment in accordance with applicable law) in connection with any threatened or actual action, suit or proceeding to which the Executive may be made a party, brought by any shareholder of the Company directly or derivatively or by any third party by reason of any act or omission or alleged act or omission in relation to any affairs of the Company or any Affiliate of the Company of the Executive as an officer, director or employee of the Company or any Affiliate of the Company. The Company shall use best efforts to purchase and maintain, at its own expense, during the Agreement Term and thereafter insurance coverage sufficient in the reasonable determination of the Board to satisfy any indemnification obligation of the Company arising under this Section 22. Nothing contained in this Paragraph 22 shall require the Company to provide indemnification for willful torts or criminal acts beyond the scope of Executive's employment, or for any dispute between the Company and Executive, including with respect to Executive's duties or any of the covenants, terms and conditions hereof.
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Indemnification. In addition to any rights to indemnification to which the Executive is entitled under the Company's charter and by-laws, to the extent permitted by applicable law, the Company will indemnify, from the assets of the Company supplemented by insurance in an amount
determined by customary for corporations similar in size and value to the Company and engaged in business activities similar to the business activities of the Company, the Executive at all times, during and after the
Agreement Term, and,
... to the maximum extent permitted by applicable law, shall pay the Executive's expenses (including reasonable attorneys' fees and expenses, which shall be paid in advance by the Company as incurred, subject to recoupment in accordance with applicable law) in connection with any threatened or actual action, suit or proceeding to which the Executive may be made a party, brought by any shareholder of the Company directly or derivatively or by any third party by reason of any act or omission or alleged act or omission in relation to any affairs of the Company or any Affiliate subsidiary or affiliate of the Company of the Executive as an officer, director or employee of the Company or of any Affiliate subsidiary or affiliate of the Company. The Company shall use best efforts to purchase and maintain, at its own expense, maintain during the Agreement Term and thereafter insurance coverage sufficient in the reasonable determination of the Board to satisfy any indemnification obligation of the Company arising under this Section 22. 8.
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Indemnification. The Company agrees to indemnify Placement Agent in accordance with the indemnification and other provisions attached to the Agreement as Exhibit A (the "Indemnification Provisions"), which provisions are incorporated herein by reference and shall survive the termination or expiration of the Agreement.
Indemnification. The Company agrees to indemnify
Placement Agent Maxim in accordance with the indemnification and other provisions attached to
the this Agreement as Exhibit A (the "Indemnification Provisions"), which provisions are incorporated herein by reference and shall survive the termination or expiration of
the this Agreement.
Indemnification. The Company agrees to indemnify
Placement Agent Maxim in accordance with the indemnification and other provisions attached to
the this Agreement as Exhibit A (the "Indemnification Provisions"), which provisions are incorporated herein by reference and shall survive the termination or expiration of
the this Agreement.
Indemnification. The Company agrees to indemnify
Placement the Solicitation Agent in accordance with the indemnification and other provisions attached to
the this Agreement as Exhibit A (the "Indemnification Provisions"), which provisions are incorporated herein by reference and shall survive the termination or expiration of
the this Agreement.
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Indemnification. Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company's Certificate of Incorporation or Bylaws, including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement.
Indemnification. Subject to applicable law, Executive will be provided
indemnification to indemnificationto the maximum extent permitted by the Company's
Certificate Articles of Incorporation
or and/or Bylaws,
including, if applicable, any directors includingdirectors' and
officers officers' insurance policies, with such indemnification to be on terms determined by
the Board theBoard or any of its committees, but on terms no less favorable than provided to any other
Company executive Companyexecutive officer or
... director and subject to the terms of any separate written indemnification agreement.
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Indemnification. Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company's
Certificate of Incorporation or Bylaws, including, if applicable, any directors and officers insurance policies,
if any, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification
... agreement.
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Indemnification. In the event Employee is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Company against Employee), by reason of the fact that he is or was performing services under this Agreement, then the Company shall indemnify Employee against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, as actually and reasonably incurred by Employee in
... connection therewith to the maximum extent permitted by applicable law. The advancement of expenses shall be mandatory. In the event that both Employee and the Company are made a party to the same third-party action, complaint, suit or proceeding, the Company agrees to engage competent legal representation, and Employee agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing Employee, Employee may engage separate counsel and the Company shall pay all attorneys' fees of such separate counsel. Further, while Employee is expected at all times to use his best efforts to faithfully discharge his duties under this Agreement, Employee cannot be held liable to the Company for errors or omissions made in good faith where Employee has not exhibited gross, willful and wanton negligence and misconduct or performed criminal and fraudulent acts which materially damage the business of the Company.
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Indemnification.
In the event If Employee is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than
(i) an action
directly by the Company against
Employee), Employee, and other than (ii) such a threatened, pending or completed suit or proceeding brought against Employee and/or the Company by a third- party and which obligates Employee to provide the Company indemnity under Section 13 below), by reason of
or in... connection with the fact that he Employee is or was performing services for the Company under this Agreement, then the Company shall indemnify Employee against all expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement, as actually and reasonably incurred by Employee in connection therewith to the maximum extent permitted by applicable law. The advancement of expenses shall be mandatory. In the event that both Employee and the Company are made a party to the same third-party action, complaint, suit or proceeding, the Company agrees to engage competent legal representation, and Employee agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents preventing such counsel from representing Employee, Employee may engage separate counsel of his choosing and the Company shall pay all reasonable attorneys' fees of such separate counsel. Further, while To the maximum extent permitted by law, Employee is expected at all times shall not be entitled to use his best efforts to faithfully discharge his duties indemnification or expense advances under this Agreement, Employee cannot be held liable to the Company for errors Agreement in any case where he has exhibited gross negligence or omissions made in good faith where Employee has not exhibited gross, willful and wanton negligence and misconduct misconduct, or performed criminal or fraudulent acts, or engaged in violations of federal securities laws; and the Company may withhold expense advances if it reasonably determines that Employee is not entitled to indemnification hereunder because of gross negligence, willful misconduct, the performance of criminal or fraudulent acts which materially damage or the business violation of the Company. federal securities laws.
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Indemnification. In the event Employee is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by
the Company Employer against Employee), by reason of the fact that
he Employee is or was performing services under this Agreement, then
the Company Employer shall indemnify Employee against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, as actually and reasonably
... incurred by Employee in connection therewith to the maximum extent permitted by applicable law. The advancement of expenses shall be mandatory. therewith. In the event that both Employee and the Company Employer are made a party to the same third-party action, complaint, suit or proceeding, the Company Employer agrees to engage competent legal representation, and Employee agrees to use the same representation, provided that if counsel selected by the Company Employer shall have a conflict of interest that prevents such counsel from representing Employee, Employee may engage separate counsel and the Company Employer shall pay all attorneys' fees of such separate counsel. Further, while Employee is expected at all times to use his Employee's best efforts to faithfully discharge his duties under this Agreement, Employee cannot be held liable to the Company Employer for errors or omissions made in good faith where Employee has not exhibited gross, willful and or wanton negligence and or misconduct or performed criminal and fraudulent acts which materially damage the business of the Company. Employer.
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Indemnification. In the event Employee is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Company against Employee), by reason of the fact that he is or was performing services under this Agreement, then the Company shall indemnify Employee against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, as actually and reasonably incurred by Employee in
... connection therewith to the maximum extent permitted by applicable law. The advancement of expenses by the Company shall be mandatory. In the event that both Employee and the Company are made a party to the same third-party action, complaint, suit or proceeding, the Company agrees to engage competent legal representation, and Employee agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing Employee, Employee may engage separate counsel and the Company shall pay all attorneys' fees of such separate counsel. Further, while Employee is expected at all times to use his best efforts to faithfully discharge his duties under this Agreement, Employee cannot be held liable to the Company for errors or omissions made in good faith where Employee has not exhibited gross, willful and wanton negligence and misconduct or performed criminal and fraudulent acts which materially damage the business of the Company. The Company agrees that it shall maintain customary and usual directors' and officers' insurance. 5 11. Effect of Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach thereof.
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Indemnification. The Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, attorneys, affiliates, and control persons against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company or its successor or any such person which results, arises out of or is based upon any material misrepresentation by such Subscriber in this Agreement or in
... any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto.
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Indemnification. The
Subscriber Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, attorneys, affiliates, and control persons against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company or its successor or any such person which results, arises out of or is based upon any material misrepresentation by
such Subscriber Purchaser in
... this Agreement or in any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto.
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Indemnification. The Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, attorneys, affiliates, and control persons against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company or its successor or any such person which results, arises out of or is based upon any material misrepresentation by such Subscriber in this
Agreement or in... any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto. Agreement.
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Indemnification.
(a) The
Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers' officers, directors, agents, Affiliates, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscriber or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any warranty by... Company in this Agreement or in any Exhibits attached hereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscriber relating hereto. 5 (b) Each Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, attorneys, affiliates, and Affiliates, control persons against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company or its successor or any such person which results, arises out of or is based upon (i) any material misrepresentation by such Subscriber in this Agreement or in any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by such Subscriber of any covenant or undertaking to be performed by such Subscriber hereunder, or any other agreement entered into by the Company and Subscribers, relating hereto.
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Indemnification. 13.1 Client Indemnification: Client hereby agrees to defend, indemnify and hold harmless Althea and its Affiliates and their respective officers, directors, employees, contractors, consultants and agents (each, an "Althea Indemnitee") from and against [***] (a "Claim") against an Althea Indemnitee, including [***] ("Losses"), arising or resulting from (a) Client's storage, promotion, labeling, marketing, distribution, use or sale of Client Product (including without limitation any Client
... Product or any other product of Client for which Althea provided development recommendations, as contemplated under Section 12.3 above), (b) Client's negligence or willful misconduct, (c) Client's material breach of this Agreement, any PWA, or the Quality Agreement, or (d) any claim that the use, sale, marketing or distribution of Client Product by Client, or the Production of Client Product by Althea in accordance with the Specifications, violates the patent, trademark, copyright or other proprietary rights of any third party, except to the extent any such Claims or Loss(es) arise or result from the negligence or willful misconduct of any of the Althea Indemnitees or Althea's breach of this Agreement, any PWA, or the Quality Agreement,. 13.2 Althea Indemnification: Subject to and except to the extent of any indemnification from Client pursuant to Section 13.1 above, Althea hereby agrees to defend, indemnify and hold harmless Client and its Affiliates and their respective directors, officers, employees, subcontractors and agents (each, a "Client Indemnitee") from and against any and all Claims against a Client Indemnitee and Losses with respect thereto, to the extent arising or resulting from the negligence or willful misconduct of any of the Althea Indemnitees, or from the Althea's material breach of this Agreement, any PWA, or the Quality Agreement. 13.3 Indemnitee Obligations: A party (the "Indemnitee") that intends to make a claim for indemnification under this Article 13 shall promptly notify the other party (the "Indemnitor") in writing of any action, claim or other matter in respect of which such Indemnitee or any of its Affiliates, or any of their respective directors, officers, employees, subcontractors, or agents, intends to claim such indemnification; provided, however, that failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure. The Indemnitee shall permit, and shall cause its Affiliates, and their ALTHEA & ALDER CONFIDENTIAL 20 FINAL [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respective directors, officers, employees, subcontractors and agents to permit, the Indemnitor, at its discretion, to settle any such action, claim or other matter, and the indemnified party agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the Indemnitee's rights hereunder, or impose any obligations on the indemnified party in addition to those set forth herein in order for it to exercise such rights, without indemnified party's prior written consent, which shall not be unreasonably withheld or delayed. [***] The Indemnitee, its Affiliates, and their respective directors, officers, employees, subcontractors and agents shall fully cooperate with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of this Article 13. The indemnified party shall have the right, but not the obligation, to be represented in such defense by counsel of its own selection and at its own expense.
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Indemnification. 13.1 Client Indemnification: Client hereby agrees to
save, defend, indemnify and hold harmless Althea and its Affiliates and their respective officers, directors, employees, contractors, consultants and agents (each, an "Althea Indemnitee") from and against
[***] any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys' fees ("Losses"), to which any Althea Indemnitee may become subject as a result of any claim, demand, action or other... proceeding by any third party including, without limitation, property damage, death or personal injury of third parties (a "Claim") against an Althea Indemnitee, including [***] ("Losses"), Indemnitee to the extent arising or resulting from 18. [***] = CONFIDENTIAL TREATMENT REQUESTED (a) Client's storage, disposal, promotion, labeling, marketing, distribution, forward processing, use or sale of Client Product (including without limitation any Client Product or any other product of Client for which Althea provided development recommendations, as contemplated under Section 12.3 above), Client-Supplied Components, (b) Client's negligence or willful misconduct, (c) Client's material breach of this Agreement, any PWA, or the Quality Agreement, or (d) any claim that the use, sale, marketing or distribution of Bulk Compound or Client Product by Client, or the Production of Client Product by Althea with respect to, and in accordance with the Specifications, Specifications or any manufacturing procedures or written instructions provided by Client, violates the patent, trademark, copyright or other proprietary rights of any third party, party or (d) Client's employees or contractors, including with limitation any personal injury/workman's compensation, employment- or benefit-related claims, except to the extent any such Claims or Loss(es) arise or result from are caused by the gross negligence or willful misconduct of any of the Althea Indemnitees or Althea's breach of this Agreement, within any PWA, or the Quality Agreement,. matters indemnified by Althea in Section 13.2. 13.2 Althea Indemnification: Subject to and except to the extent of any indemnification from Client pursuant to Section 13.1 above, Althea hereby agrees to save, defend, indemnify and hold harmless Client and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (each, a "Client Indemnitee") from and against any and all Claims against Losses to which any Company Indemnitee may become subject as a Client Indemnitee and Losses with respect thereto, result of any Claim to the extent arising or resulting from (a) defects in Client Product caused by Althea's negligence or willful misconduct or material breach of this Agreement, (b) Althea's storage, disposal, labeling, use, sale, marketing, forward processing, or distribution of Althea Supplied Components, (c) an Althea Indemnitee's negligence or willful misconduct or (d) Althea's employees or contractors, including with limitation any personal injury/workman's compensation, employment- or benefit-related claims, except to the extent any such Loss(es) are caused by the gross negligence or willful misconduct of the Client or within any of the Althea Indemnitees, or from the Althea's material breach of this Agreement, any PWA, or the Quality Agreement. matters indemnified by Client in Section 13.1. 13.3 Indemnitee Obligations: A party (the "Indemnitee") that intends to make makes a claim for indemnification under this Article 13 shall promptly notify the other party (the "Indemnitor") in writing of any action, claim or other matter in respect of which such Indemnitee or any of its Affiliates, or any of their respective directors, officers, employees, subcontractors, or agents, party, intends to claim such indemnification; provided, however, that failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure. The Indemnitee indemnified party shall permit, and shall cause its Affiliates, and their ALTHEA & ALDER CONFIDENTIAL 20 FINAL [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respective directors, officers, employees, subcontractors and agents to permit, permit the Indemnitor, at its discretion, to settle any such action, claim or other matter, and the indemnified party agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the Indemnitee's indemnified party's rights hereunder, or impose any obligations on the indemnified party in addition to those set forth herein in order for it to exercise such rights, customary mutual general release terms, without indemnified party's prior written consent, which shall not be unreasonably withheld or delayed. [***] No such action, claim or other matter shall be settled without the prior written consent of the Indemnitor, which shall not be unreasonably withheld or delayed. The Indemnitee, its Affiliates, and their respective directors, officers, employees, subcontractors and agents indemnified party shall fully cooperate with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of this Article 13. The indemnified party shall have the right, but not the obligation, to be represented in such defense by counsel of its own selection and at its own expense.
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Indemnification. 13.1 Client
Indemnification: Indemnification. Client hereby agrees to defend, indemnify and hold harmless Althea and its Affiliates and their respective officers, directors, employees, contractors, consultants and agents (each, an "Althea Indemnitee") from and against
[***] any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys' fees ("Losses"), to which any Althea Indemnitee may become subject as a result of any claim, demand, action or... other proceeding by any third party including property damage, death or personal injury (a "Claim") against an Althea Indemnitee, including [***] ("Losses"), Indemnitee arising or resulting resulting, directly or indirectly, from (a) Client's storage, disposal, promotion, labeling, marketing, distribution, forward processing, use or sale of Client Product (including without limitation any or Client Product or any other product of Client for which Althea provided development recommendations, as contemplated under Section 12.3 above), Supplied Components, (b) Client's 20 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. negligence or willful misconduct, (c) Client's material breach of this Agreement, any PWA, or the Quality Agreement, or (d) any claim that the use, sale, marketing or distribution of Drug Substance or Client Product by Client, the production of Drug Substance, or the Production of Client Product by Althea in accordance with the Specifications, violates infringes or misappropriates the patent, trademark, copyright or other proprietary intellectual property rights of any third party, or (e) Client's employees or contractors, including any personal injury/workman's compensation, employment- or benefit-related claims; except to the extent any such Claims or Loss(es) arise or result from are caused solely by the gross negligence or willful misconduct of any of the Althea Indemnitees or Althea's breach are within any of this Agreement, any PWA, or the Quality Agreement,. matters indemnified by Althea in Section 13.2 below. 13.2 Althea Indemnification: Subject to and except to the extent of any indemnification from Client pursuant to Section 13.1 above, Indemnification. Althea hereby agrees to defend, indemnify and hold harmless Client and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (each, a "Client Indemnitee") from and against any and all Claims against Losses to which any Company Indemnitee may become subject as a Client Indemnitee and Losses with respect thereto, to the extent result of any Claim arising or resulting solely from the (a) an Althea Indemnitee's negligence or willful misconduct of any of the Althea Indemnitees, or from the misconduct, (b) Althea's material breach of this Agreement, or (c) Althea's employees or contractors, including any PWA, personal injury/workman's compensation, employment- or benefit-related claims; except to the Quality Agreement. extent any such Loss(es) are caused solely by or are within any of the matters indemnified by Client in Section 13.1 above. 13.3 Indemnitee Obligations: Obligations. A party (the "Indemnitee") that intends to make makes a claim for indemnification under this Article 13 shall promptly notify the other party (the "Indemnitor") in writing of any action, claim or other matter in respect of which such Indemnitee or any of its Affiliates, or any of their respective directors, officers, employees, subcontractors, or agents, party, intends to claim such indemnification; provided, however, that failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure. The Indemnitee indemnified party shall permit, and shall cause its Affiliates, and their ALTHEA & ALDER CONFIDENTIAL 20 FINAL [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respective directors, officers, employees, subcontractors and agents to permit, permit the Indemnitor, at its discretion, to settle any such action, claim or other matter, and the indemnified party agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the Indemnitee's indemnified party's rights hereunder, or impose any obligations on the indemnified party in addition to those set forth herein in order for it to exercise such rights, other than customary mutual general release terms, without indemnified party's prior written consent, which shall not be unreasonably withheld or delayed. [***] No such action, claim or other matter shall be settled without the prior written consent of the Indemnitor, which shall not be unreasonably withheld or delayed. The Indemnitee, its Affiliates, and their respective directors, officers, employees, subcontractors and agents indemnified party shall fully cooperate with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of this Article 13. The indemnified party shall have the right, but not the obligation, to be represented in such defense by counsel of its own selection and at its own expense.
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