Grouped Into 316 Collections of Similar Clauses From Business Contracts
This page contains Indemnification clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Indemnification. 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 representati...ons 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.View More
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. View More
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. View More
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 o...f 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. View More
Indemnification. The Executive shall be indemnified to the extent permitted by the Company's organizational documents and to the extent required by law.
Indemnification. The Executive Consultant shall be indemnified to the extent permitted by the Company's organizational documents and to the extent required by law.
Indemnification. The Executive shall be indemnified to the extent permitted by the Company's organizational documents and to the extent required by law.
Indemnification. Target and the Shareholder severally (and not jointly) agree to indemnify Acquirer against any loss, damage, or expense (including reasonable attorney fees) suffered by Acquirer from (1) any breach by Target or the Shareholder of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Target or the Shareholder herein; provided, however, that (a) Acquirer shall be entitled to assert rights of indemnification hereunder only if and to the extent ...that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquirer shall give notice of any claims hereunder within twelve months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquirer to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquirer as a result of the event giving rise to such right to indemnification. 10.2 Proportionate Liability. The liability of the Shareholder under this Section shall in no event exceed 50 percent of the value of the Acquirer shares received by such Shareholder. 10.3 Indemnification of Target and the Shareholder. Acquirer agrees to indemnify Target and the Shareholder against any loss, damage, or expense (including reasonable attorney fees) suffered by Target or the Shareholder from (1) any breach by Acquirer of this Agreement or (2) any inaccuracy in or breach of any of Acquirer's representations, warranties, or covenants herein. 10.4 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement. If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. As long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so. 6 11. Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, the Shareholder or Acquirer if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, the Shareholder or Acquirer if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing.View More
Indemnification. Target and the Shareholder Sellers severally (and not jointly) agree to indemnify Acquirer against any loss, damage, or expense (including reasonable attorney fees) suffered by Acquirer from (1) any breach by Target or the Shareholder Sellers of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Target or the Shareholder Sellers herein; provided, however, that (a) Acquirer shall be entitled to assert rights of indemnification hereunder on...ly if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquirer shall give notice of any claims hereunder within twelve months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquirer to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquirer as a result of the event giving rise to such right to indemnification. 10.2 Proportionate Liability. The liability of the Shareholder Sellers under this Section shall in no event exceed 50 percent of the value of the Acquirer shares received by such Shareholder. Sellers. 10.3 Indemnification of Target and the Shareholder. Sellers. Acquirer agrees to indemnify Target and the Shareholder Sellers against any loss, damage, or expense (including reasonable attorney fees) suffered by Target or the Shareholder Sellers from (1) any breach by Acquirer of this Agreement or (2) any inaccuracy in or breach of any of Acquirer's representations, warranties, or covenants herein. 10.4 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement. If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. As long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so. 6 11. Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, the Shareholder or Acquirer if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, the Shareholder or Acquirer if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing.View More
Indemnification. Target and the Shareholder Sellers severally (and not jointly) agree to indemnify Acquirer against any loss, damage, or expense (including reasonable attorney fees) suffered by Acquirer from (1) any breach by Target or the Shareholder Sellers of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Target or the Shareholder Sellers herein; provided, however, that (a) Acquirer shall be entitled to assert rights of indemnification hereunder on...ly if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquirer shall give notice of any claims hereunder within twelve months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquirer to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquirer as a result of the event giving rise to such right to indemnification. 10.2 Proportionate Liability. The liability of the Shareholder Sellers under this Section shall in no event exceed 50 percent of the value of the Acquirer shares received by such Shareholder. Sellers. 10.3 Indemnification of Target and the Shareholder. Sellers. Acquirer agrees to indemnify Target and the Shareholder Sellers against any loss, damage, or expense (including reasonable attorney fees) suffered by Target or the Shareholder Sellers from (1) any breach by Acquirer of this Agreement or (2) any inaccuracy in or breach of any of Acquirer's representations, warranties, or covenants herein. 10.4 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement. If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. As long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so. 6 11. Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, the Shareholder or Acquirer if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, the Shareholder or Acquirer if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing.View More
Indemnification. Target Client and the Shareholder severally (and not jointly) agree to indemnify Acquirer Acquisition against any loss, damage, or expense (including reasonable attorney fees) suffered by Acquirer Acquisition from (1) any breach by Target Client or the Shareholder of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Target Client or the Shareholder herein; provided, however, that (a) Acquirer Acquisition shall be entitled to assert right...s of indemnification hereunder only if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquirer Acquisition shall give notice of any claims hereunder within twelve twenty-four months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquirer Acquisition to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquirer Acquisition as a result of the event giving rise to such right to indemnification. 10.2 11.2 Proportionate Liability. The liability of the each Shareholder under this Section shall be in the proportion that the total number of Acquisition shares to be received by him bears to the total number of Acquisition shares to be received by the Shareholder and shall in no event exceed 50 25 percent of the value of the Acquirer Acquisition shares received by such Shareholder. 10.3 With respect to Shareholders that are estates, trusts, or custodianships, the executor, trustee, or custodian is a party to this Agreement only in its fiduciary capacity and liability hereunder shall be limited to the fiduciary assets and shall not extend to the assets of the executor, trustee, or custodian. 11.3 Indemnification of Target Client and the Shareholder. Acquirer Acquisition agrees to indemnify Target Client and the Shareholder against any loss, damage, or expense (including reasonable attorney fees) suffered by Target Client or by the Shareholder from (1) any breach by Acquirer Acquisition of this Agreement or (2) any inaccuracy in or breach of any of Acquirer's Acquisition's representations, warranties, or covenants herein. 10.4 11.4 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement. If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. As long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so. 6 11. Agreement and Plan of Reorganization Page number 9 12. Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, Client, the Shareholder or Acquirer Acquisition if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, Client, the Shareholder or Acquirer Acquisition if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing. View More
Indemnification. 7.1 Indemnification of Melt. Subject to the provisions of this Section 7, Imprimis shall indemnify, defend and hold harmless Melt, its officers, directors, affiliates, agents, stockholders and representatives (collectively, the "Melt Indemnitees"), from and against any and all losses, liabilities, damages and expenses (including without limitation reasonable attorneys' fees and costs) incurred as a result of any claim, demand, action or proceeding by any Third Party (collectively, "Losses") incu...rred or suffered by an Melt Indemnitee to the extent arising out of: 7.1.1 any breach of the representations and warranties of Imprimis set forth in this Agreement; 8 7.1.2 any breach of any covenant or agreement of Imprimis set forth in this Agreement or in any certificate, instrument, or other document delivered pursuant to this Agreement; and 7.1.3 the ownership or exploitation of the Assets prior to the Effective Date. 7.2 Indemnification of Imprimis. Subject to the provisions of this Section 7, Melt shall indemnify and hold harmless Imprimis, its officers, directors, affiliates, agents, stockholders and representatives (collectively, the "Imprimis Indemnitees"), from and against any and all Losses incurred or suffered by an Imprimis Indemnitee to the extent arising out of: 7.2.1 any breach of the representations and warranties of Melt set forth in this Agreement; 7.2.2 any breach of any covenant or agreement of Melt set forth in this Agreement or in any certificate, instrument, or other document delivered pursuant to this Agreement; 7.2.3 the ownership or exploitation of the Assets after the Effective Date or the manufacture, use, sale or other exploitation of any Product solely by Melt, its Licensees or their respective Affiliates or the use of any Product by their customers. 7.3 Procedure. A party seeking indemnification (the "Indemnitee") shall promptly notify the other party (the "Indemnifying Party") in writing of a claim or suit; provided that an Indemnitee's failure to give such notice or delay in giving such notice shall not affect such Indemnitee's right to indemnification under this Section 7 except to the extent that the Indemnifying Party has been prejudiced by such failure or delay. The Indemnifying Party shall have the right to control the defense of all indemnification claims hereunder. The Indemnitee shall have the right to participate at its own expense in the claim or suit with counsel of its own choosing. The Indemnifying Party shall consult with the Indemnitee in good faith with respect to all non-privileged aspects of the defense strategy. The Indemnitee shall cooperate with the Indemnifying Party as reasonably requested, at the Indemnifying Party's sole cost and expense. The Indemnifying Party shall not settle any claim or suit without the Indemnitee's prior written consent, which consent shall not be unreasonably withheld.View More
Indemnification. 7.1 Indemnification of Melt. by Harrow. Subject to the provisions of this Section 7, Imprimis Harrow shall indemnify, defend and hold harmless Melt, Mayfield, its officers, directors, affiliates, agents, stockholders and representatives (collectively, the "Melt "Mayfield Indemnitees"), from and against any and all losses, liabilities, damages and expenses (including without limitation reasonable attorneys' fees and costs) incurred as a result of any claim, demand, action or proceeding by any Thi...rd Party (collectively, "Losses") incurred or suffered by an Melt Mayfield Indemnitee to the extent arising out of: 7.1.1 any breach of the representations and warranties of Imprimis Harrow set forth in this Agreement; 8 5 7.1.2 any breach of any covenant or agreement of Imprimis Harrow set forth in this Agreement or in any certificate, instrument, or other document delivered pursuant to this Agreement; and 7.1.3 the ownership or exploitation of the Assets prior to the Effective Date. 7.2 Indemnification of Imprimis. by Mayfield. Subject to the provisions of this Section 7, Melt Mayfield shall indemnify and hold harmless Imprimis, Harrow, its officers, directors, affiliates, agents, stockholders and representatives (collectively, the "Imprimis "Harrow Indemnitees"), from and against any and all Losses incurred or suffered by an Imprimis Harrow Indemnitee to the extent arising out of: 7.2.1 any breach of the representations and warranties of Melt Mayfield set forth in this Agreement; 7.2.2 any breach of any covenant or agreement of Melt Mayfield set forth in this Agreement or in any certificate, instrument, or other document delivered pursuant to this Agreement; 7.2.3 the ownership or exploitation of the Assets after the Effective Date or the manufacture, use, sale or other exploitation of any Dyspareunia Product solely by Melt, Mayfield, its Licensees or their respective Affiliates or the use of any Dyspareunia Product by their customers. 7.3 Procedure. A party seeking indemnification (the "Indemnitee") shall promptly notify the other party (the "Indemnifying Party") in writing of a claim or suit; provided that an Indemnitee's failure to give such notice or delay in giving such notice shall not affect such Indemnitee's right to indemnification under this Section 7 except to the extent that the Indemnifying Party has been prejudiced by such failure or delay. The Indemnifying Party shall have the right to control the defense of all indemnification claims hereunder. The Indemnitee shall have the right to participate at its own expense in the claim or suit with counsel of its own choosing. The Indemnifying Party shall consult with the Indemnitee in good faith with respect to all non-privileged aspects of the defense strategy. The Indemnitee shall cooperate with the Indemnifying Party as reasonably requested, at the Indemnifying Party's sole cost and expense. The Indemnifying Party shall not settle any claim or suit without the Indemnitee's prior written consent, which consent shall not be unreasonably withheld. View More
Indemnification. The Company shall indemnify Employee to the fullest extent permitted by Section 145 of the Delaware General Corporation Law against all costs, expenses, liabilities and losses, including but not limited to, attorneys fees, judgments, fines, penalties, taxes and amounts paid in settlement, reasonably incurred by Employee in conjunction with any action, suit, or proceeding, whether civil, criminal, administrative, or investigative in nature, which the Employee is made or threatened to be made a pa...rty or witness by reason of his position as officer, employee or agent of the Company or otherwise due to his association with the Company or due to his position or association with any other entity, at the request of the Company. The Company shall advance to Employee all reasonable costs and expenses incurred in connection with such action within twenty (20) days after receipt by the Company of Employee's written request. The Company shall be entitled to be reimbursed by Employee and Employee agrees to reimburse the Company if it is determined that Employee is not entitled to be indemnified with respect to an action, suit, or proceeding under applicable law. The Company shall not settle any such claim in any manner which would impose liability, including monetary penalties or censure, on the Employee without his prior written consent, unless the Employee would be harmed by such action.View More
Indemnification. The Company shall indemnify Employee to the fullest extent permitted by Section 145 of the Delaware General Corporation Law against all costs, expenses, liabilities and losses, including but not limited to, attorneys fees, judgments, fines, penalties, taxes and amounts paid in settlement, reasonably incurred by Employee in conjunction with any action, suit, or proceeding, whether civil, criminal, administrative, or investigative in nature, which the Employee is made or threatened to be made a pa...rty or witness by reason of his position as officer, employee or agent of the Company or otherwise due to his association with the Company or due to his position or association with any other entity, at the request of the Company. The Company shall advance to Employee all reasonable costs and expenses incurred in connection with such action within twenty (20) days after receipt by the Company of Employee's written request. The Company shall be entitled to be reimbursed by Employee and Employee agrees to reimburse the Company if it is determined that Employee is not entitled to be indemnified with respect to an action, suit, or proceeding under applicable law. The Company shall not settle any such claim in any manner which would impose liability, including monetary penalties or censure, on the Employee without his prior written consent, unless the Employee would be harmed by such action. 16 12. Governing Law; Submission to Jurisdiction; Jury Waiver. THIS AGREEMENT SHALL BE EXCLUSIVELY GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW DOCTRINE. THE VENUE FOR ANY ENFORCEMENT OF THE ARBITRATION AWARD SHALL BE EXCLUSIVELY IN THE COURTS IN DALLAS, TEXAS, AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL. View More
Indemnification. The Company will (i) indemnify the Executive with respect to claims arising out of any action taken or not taken in Executive's capacity as an officer or employee of the Company or its subsidiaries; provided, that the Executive acted in good faith and in a manner that Executive reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that Executive's conduct was unlawful, (ii) advan...ce to the Executive all reasonable and documented out of pocket costs and expenses incurred by the Executive in connection with the foregoing clause (i), including but not limited to attorneys' fees, and (iii) provide for the Executive to be covered by D&O insurance, with respect to clauses (i) and (ii), on the same terms as are made available to the CEO and/or members of the Board, as applicable; provided that, this Agreement constitutes an undertaking that amounts advanced under clause (ii) shall be promptly repaid to the Company by the Executive if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company pursuant to this Section 19. Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other policy, plan, contract or arrangement of the Company or its subsidiaries or under applicable law with respect to his or her services as an officer or employee for the Company or its subsidiaries, and the Company shall not change any right to such indemnification or advancement with respect to the Executive after his or her termination of employment.View More
Indemnification. The Company will (i) indemnify the Executive with respect to claims arising out of any action taken or not taken in Executive's capacity as an officer or employee of the Company or its subsidiaries; provided, that the Executive acted in good faith and in a manner that Executive he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that Executive's his conduct was unlawful, (ii...) advance to the Executive all reasonable and documented out of pocket costs and expenses incurred by the Executive in connection with the foregoing clause (i), including but not limited to attorneys' fees, and (iii) provide for the Executive to be covered by D&O insurance, with respect to clauses (i) and (ii), on the same terms as are made available to the CEO and/or members of the Board, as applicable; provided that, this Agreement constitutes an undertaking that amounts advanced under clause (ii) shall be promptly repaid to the Company by the Executive if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company pursuant to this Section 19. Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other policy, plan, contract or arrangement of the Company or its subsidiaries or under applicable law with respect to his or her services as an officer or employee for the Company or its subsidiaries, and the Company shall not change any right to such indemnification or advancement with respect to the Executive after his or her termination of employment. 11 254046936 v5 20. No Mitigation; Offset. In the event of any termination of employment and service hereunder, the Executive shall be under no obligation to seek other employment, and there shall be no offset against any amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment that Executive may obtain. The preceding sentence shall not limit the Company's right to enforce the termination provisions set forth in Section 4 above or the repayment or recoupment provisions in Section 22(d) and Section 23 below. View More
Indemnification. The Company will (i) indemnify the Executive with respect to claims arising out of any action taken or not taken in Executive's capacity as an officer or employee of the Company or its subsidiaries; provided, that the Executive acted in good faith and in a manner that Executive he reasonably believed to be in or not opposed to the best interests of the Company or its subsidiaries, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that Executive's his cond...uct was unlawful, (ii) advance to the Executive all reasonable and documented out of pocket costs and expenses incurred by the Executive in connection with the foregoing clause (i), including but not limited to attorneys' fees, and (iii) provide for the Executive to be covered by D&O insurance, with respect to clauses (i) and (ii), on the same terms as are made available to the CEO and/or members of the Board, as applicable; provided that, this Agreement constitutes an undertaking that amounts advanced under clause (ii) shall be promptly repaid to the Company by the Executive if it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company pursuant to this Section 19. 12. Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under the organizational documents of the applicable entity, any other policy, plan, contract or arrangement of the Company Company, the Parent or its their respective subsidiaries or under applicable law with respect to his or her services as an officer or employee for the Parent, Company or its subsidiaries, and the Company shall not change any right to such indemnification or advancement with respect to the Executive after his or her termination of employment. their subsidiaries. View More
Indemnification. (a) Provided that the Executive has not been terminated for "Cause" as defined herein, the Company shall indemnify, defend and hold the Executive harmless, to the maximum extent permitted by law, against all judgments, fines, amounts paid in settlement and all reasonable expenses, including attorneys' fees incurred by the Executive, in connection with the defense of, or as a result of, any action or proceeding (or any appeal from any action or proceeding) in which the Executive is made or is thr...eatened to be made a party by reason of the fact that the Executive is or was an officer or director of the Company, regardless of whether such action or proceeding is one brought by or in the right of the Company. Each of the parties hereto shall give prompt notice to the other of any action or proceeding from which the Company is obligated to indemnify, defend, and hold harmless the Executive of which it or he (as the case may be) gains knowledge. (b) The Company agrees that the Executive shall be covered and insured up to the full limits provided by all directors' and officers' insurance which the Company then maintains to indemnify its directors and officers (and to indemnify the Company for any obligations which it incurs as a result of its undertaking to indemnify its officers and directors), subject to applicable deductibles and to the terms and conditions of such policies.View More
Indemnification. (a) Provided that the Executive has not been terminated for "Cause" as defined herein, the The Company shall indemnify, defend and hold the Executive harmless, to the maximum extent permitted by law, against all judgments, fines, amounts paid in settlement and all reasonable expenses, including attorneys' fees incurred by the Executive, him, in connection with the defense of, or as a result of, any action or proceeding (or any appeal from any action or proceeding) in which the Executive is made ...or is threatened to be made a party by reason of the fact that the Executive he is or was an officer or director of the Company, regardless of whether such action or proceeding is one brought by or in the right of the Company. Each of the parties hereto shall give prompt notice to the other of any action or proceeding from which the Company is obligated to indemnify, defend, defend and hold harmless the Executive of which it or he (as the case may be) gains knowledge. 8 (b) The Company agrees that the Executive shall be covered and insured up to the full limits provided by all directors' and officers' insurance which the Company then maintains to indemnify its directors and officers (and to indemnify the Company for any obligations which it incurs as a result of its undertaking to indemnify its officers and directors), subject to applicable deductibles and to the terms and conditions of such policies. (c) As used in this section 7, the term Company shall be construed to include the Company and its parent entities, affiliates and subsidiaries. View More
Indemnification. (a) Provided that the Executive has not been terminated for "Cause" as defined herein, the The Company shall indemnify, defend defend, and hold the Executive harmless, harmless to the maximum extent permitted by law, law and the Company by-laws against all judgments, fines, amounts paid in settlement and all reasonable expenses, including attorneys' fees incurred by the Executive, in connection with the defense of, of or as a result of, of any action or proceeding (or any 8 appeal from any actio...n or proceeding) in which the Executive is made or is threatened to be made a party by reason of the fact that the Executive is or was an officer or director of the Company, regardless of whether such action or proceeding is one brought by or in Company. Subject to the right terms of the Company. Each of the parties hereto shall give prompt notice to the other of any action or proceeding from which Company's director and officer indemnification policies then in effect, the Company is obligated to indemnify, defend, and hold harmless the Executive of which it or he (as the case may be) gains knowledge. (b) The Company agrees acknowledges that the Executive shall will be covered and insured up to the full limits provided by all directors' and officers' insurance which the Company then maintains to indemnify its directors and officers (and to indemnify the Company for any obligations which it incurs as a result of its undertaking to indemnify its officers and directors), subject to applicable deductibles and to the terms and conditions of such policies. officers. View More
Indemnification. (a) Provided that the Executive has not been terminated for "Cause" as defined herein, the The Company shall indemnify, defend defend, and hold the Executive harmless, harmless to the maximum extent permitted by law, law and the Company by-laws against all judgments, fines, amounts paid in settlement and all reasonable expenses, including attorneys' fees incurred by the Executive, in connection with the defense of, of or as a result of, of any action or proceeding (or any appeal from any action ...or proceeding) in which the Executive is made or is threatened to be made a party by reason of the fact that the Executive is or was an officer or director of the Company, regardless of whether such action or proceeding is one brought by or in Company. Subject to the right terms of the Company. Each of the parties hereto shall give prompt notice to the other of any action or proceeding from which Company's director and officer indemnification policies then in effect, the Company is obligated to indemnify, defend, and hold harmless the Executive of which it or he (as the case may be) gains knowledge. (b) The Company agrees acknowledges that the Executive shall will be covered and insured up to the full limits provided by all directors' and officers' insurance which the Company then maintains to indemnify its directors and officers (and to indemnify the Company for any obligations which it incurs as a result of its undertaking to indemnify its officers and directors), subject to applicable deductibles and to the terms and conditions of such policies. officers. View More
Indemnification. 8.1 By TOP. TOP will indemnify, defend, and hold harmless JP, and its officers, directors, members, managers, and employees from any losses, liabilities, damages, penalties, awards, settlements, costs, and expenses, including reasonable attorneys' fees, (collectively, "Losses") incurred in relation to a third-party claim arising out of any: (i) gross negligence, willful misconduct, or violation of applicable law by the indemnifying Party; (ii) personal injury, death, or loss of or damage to prop...erty caused by the indemnifying Party; (iii) breach of any representations and warranties by the indemnifying Party in Section 6; or (iv) any modification or termination of the applicable TOL License which may materially affect JP's rights under this Agreement, unless JP has given prior written consent to such modification or termination, which will not be unreasonably withheld or delayed. 8.2 By JP. JP will indemnify, defend, and hold harmless TOP and its officers, directors, members, managers, and employees, from any Losses incurred in relation to a third-party claim arising out of any: (i) gross negligence, willful misconduct, or violation of applicable law by JP or the JP Contractors; (ii) personal injury, death, or loss of or damage to property caused by JP or the JP Contractors; or (iii) breach of any representations and warranties by JP in Section 6. JP will indemnify, defend, and hold harmless TOP and its officers, directors, members, managers, and employees from any Losses incurred in relation to any claim by TOL against TOP arising out of the TOL License related to activities of JP or the JP Contractors with regards to the Limited Pharmaceutical Business. JP's obligations under this Section 8.2 will not apply to the extent a claim is related to TOP's breach of, or actions beyond the scope of, the TOL License or this Agreement. 8.3 Procedures. The Party entitled to indemnification for a claim hereunder (the "Indemnified Party") will promptly give written notice to the other Party (the "Indemnifying Party") of such claim, provided that a delay will not affect the Indemnifying Party's obligations except to the extent such delay is materially prejudicial to it. The Indemnified Party will give the Indemnifying Party full control of the defense upon request, and will provide all cooperation and information reasonable requested by the Indemnifying Party in relation to the defense. The Indemnifying Party will not, without the Indemnified Party's prior written consent, enter into any settlement that imposes any non-monetary obligations or liability on the Indemnified Party.View More
Indemnification. 8.1 By TOP. TOP will indemnify, defend, and hold harmless JP, TP, and its officers, directors, members, managers, and employees from any losses, liabilities, damages, penalties, awards, settlements, costs, and expenses, including reasonable attorneys' fees, (collectively, "Losses") incurred in relation to a third-party claim arising out of any: (i) gross negligence, willful misconduct, or violation of applicable law by the indemnifying Party; (ii) personal injury, death, or loss of or damage to ...property caused by the indemnifying Party; (iii) breach of any representations and warranties by the indemnifying Party in Section 6; or (iv) any modification or termination of the applicable TOL License which may materially affect JP's TP's rights under this Agreement, unless JP TP has given prior written consent to such modification or termination, which will not be unreasonably withheld or delayed. 8.2 By JP. JP TP. TP will indemnify, defend, and hold harmless TOP and its officers, directors, members, managers, and employees, from any Losses incurred in relation to a third-party claim arising out of any: (i) gross negligence, willful misconduct, or violation of applicable law by JP TP or the JP TP Contractors; (ii) personal injury, death, or loss of or damage to property caused by JP TP or the JP TP Contractors; or (iii) breach of any representations and warranties by JP TP in Section 6. JP TP will indemnify, defend, and hold harmless TOP and its officers, directors, members, managers, and employees from any Losses incurred in relation to any claim by TOL against TOP arising out of the TOL License related to activities of JP TP or the JP TP Contractors with regards to the Limited Pharmaceutical Business. JP's TP's obligations under this Section 8.2 will not apply to the extent a claim is related to TOP's breach of, or actions beyond the scope of, the TOL License or this Agreement. 7 8.3 Procedures. The Party entitled to indemnification for a claim hereunder (the "Indemnified Party") will promptly give written notice to the other Party (the "Indemnifying Party") of such claim, provided that a delay will not affect the Indemnifying Party's obligations except to the extent such delay is materially prejudicial to it. The Indemnified Party will give the Indemnifying Party full control of the defense upon request, and will provide all cooperation and information reasonable requested by the Indemnifying Party in relation to the defense. The Indemnifying Party will not, without the Indemnified Party's prior written consent, enter into any settlement that imposes any non-monetary obligations or liability on the Indemnified Party. View More
Indemnification. Subscriber hereby agrees to indemnify and hold harmless the Company and the Company's officers, directors, employees, agents and affiliates from and against any and all damages, losses, costs, liabilities and expenses (including, without limitation, reasonable attorneys' fees) which they, or any of them, may incur by reason of the Subscriber's failure to fulfill any of the terms and conditions of this Agreement or by reason of the Subscriber's breach of any of his representations and warranties ...contained herein. This Agreement and the representations and warranties contained herein shall be binding upon the Subscriber's heirs, executors, administrators, representatives, successors and assigns. THE COMPANY HAS BEEN ADVISED THAT THE INDEMNIFICATION OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES IS DEEMED TO BE VOID AS AGAINST PUBLIC POLICY AND UNENFORCEABLE IN SOME STATES.View More
Indemnification. Subscriber hereby agrees to indemnify and hold harmless the Company and the Company's officers, directors, employees, agents agents, counsel and affiliates from and against any and all damages, losses, costs, liabilities and expenses (including, without limitation, reasonable attorneys' fees) which they, or any of them, may incur by reason of the Subscriber's failure to fulfill any of the terms and conditions of this Agreement or by reason of the Subscriber's breach of any of his representations... and warranties contained herein. This Agreement and the representations and warranties contained herein shall be binding upon the Subscriber's heirs, executors, administrators, representatives, successors and assigns. THE COMPANY HAS BEEN ADVISED THAT THE INDEMNIFICATION OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AGENTS, COUNSEL AND AFFILIATES IS DEEMED TO BE VOID AS AGAINST PUBLIC POLICY AND UNENFORCEABLE IN SOME STATES. View More
Indemnification. Subscriber hereby agrees to indemnify and hold harmless the Company and the Company's officers, directors, employees, attorneys, agents and affiliates from and against any and all damages, losses, costs, liabilities and expenses (including, without limitation, reasonable attorneys' fees) which they, or any of them, may incur by reason of the Subscriber's failure to fulfill any of the terms and conditions of this Agreement or by reason of the Subscriber's breach of any of his representations and ...warranties contained herein. This Agreement and the representations and warranties contained herein shall be binding upon the Subscriber's heirs, executors, administrators, representatives, successors and assigns. THE COMPANY HAS AND SUBSCRIBER HAVE BEEN ADVISED THAT THE INDEMNIFICATION OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES IS DEEMED TO BE VOID AS AGAINST PUBLIC POLICY AND THEREBY UNENFORCEABLE IN SOME STATES. View More
Indemnification. MFA shall indemnify the Executive to the fullest extent permitted by Maryland law as amended from time to time in connection with the Executive's duties with MFA, against all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees, judgments, fines, penalties, ERISA excise taxes and amounts paid in settlement) actually and reasonably incurred by the Executive in connection with an action, suit or proceeding. While the Executive is an officer of MFA, and for six ye...ars thereafter, MFA (or any successor thereto) shall provide comprehensive coverage under its officers and directors insurance policy (or policies) on substantially the same terms and levels that it provides to its senior executive officers, at MFA's sole cost.View More
Indemnification. MFA shall indemnify the Executive to the fullest extent permitted by Maryland law as amended from time to time in connection with the Executive's duties with MFA, against all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees, judgments, fines, penalties, ERISA excise taxes and amounts paid in settlement) actually and reasonably incurred by the Executive in connection with an action, suit or proceeding. While the Executive is an officer of MFA, and for six ye...ars thereafter, MFA (or any successor thereto) shall provide comprehensive coverage under its officers and directors insurance policy (or policies) on substantially the same terms and levels that it provides to its senior executive officers, at MFA's sole cost. 18 9. Clawback Policy. The Executive agrees that all bonuses, equity compensation and other incentive compensation provided by the Company shall be subject to any applicable clawback policy implemented by the Board of Directors from time to time. View More
