Indemnification Contract Clauses (12,390)

Indemnification. Seller shall indemnify Buyer and hold Buyer harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, Encumbrances, costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by Buyer resulting from any breach of any representation, warranty, covenant or agreement made by Seller herein.

Indemnification. Each of the Company, Buyer, and Seller hereby agrees to indemnify and hold harmless the others, and the others' Related Parties from and against any and all losses, costs, damages, liabilities or expenses actually incurred, including, without limitation, reasonable and documented attorneys' fees or other legal expenses or expert fees (collectively, "Damages") arising out of: (a) any breach in any representation or warranty made by the Indemnifying Party (as defined below) in this Agreement provi...ded notice of such breach is timely given in accordance with Section 6 above, or (b) any breach or failure of the Indemnifying Party to perform any covenant or obligation of the Indemnifying Party set out in this Agreement. For purposes of this Agreement, (x) "Related Party" means with respect to a person, any or its affiliates, or any of its or its affiliate's shareholders, directors, officers, employees, managers, members, partners, representatives or trustees; and (y) "Indemnifying Party" means either the Company, Buyer, or Seller, as applicable, when indemnification is sought from an Indemnified Party against such Person pursuant to this Section 7, and "Indemnified Party" means Buyer, the Company, Seller or any Related Party of Buyer, the Company, or Seller, as applicable, when such Person is seeking indemnification from an Indemnifying Party pursuant to this Section 7. The provisions of this Section 7 provide the exclusive remedy for any breach of any representation, warranty or covenant set forth in this Agreement. View More

Indemnification. (a) Indemnity by the Company. The Company hereby agrees to indemnify and hold harmless Consultant and each person and affiliate associated with Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees), and in addition to any liability the Company may otherwise have, arising out of, related to or based upon any violation of law, rule or regulation by the Company or the Company's agents, employees, represe...ntatives or affiliates. (b) Indemnity by Consultant. Consultant hereby agrees to indemnify and hold harmless the Company and each person and affiliate associated with the Company against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees), and in addition to any liability the Company may otherwise have, arising out of, related to or based upon: (i) Any breach by Consultant of any representation, warranty or covenant contained in or made pursuant to this Agreement; or (ii) Any violation of law, rule or regulation by Consultant or Consultant's agents, employees, representatives or affiliates. (c) Actions Relating to Indemnity. If any action or claim shall be brought or asserted against a party entitled to indemnification under this Agreement (the "Indemnified Party") or any person controlling such party and in respect of which indemnity may be sought from the party obligated to indemnify the Indemnified Party pursuant to this Section 9 (the "Indemnifying Party"), the Indemnified Party shall promptly notify the Indemnifying Party in writing and, the Indemnifying Party shall assume the defense thereof, including the employment of legal counsel and the payment of all expenses related to the claim against the Indemnified Party or such other controlling party. If the Indemnifying fails to assume the defense of such claims, the Indemnified Party or any such controlling party shall have the right to employ a single legal counsel in any such action and participate in the defense thereof and to be indemnified for the reasonable legal fees and expenses of the Indemnified Party's own legal counsel. (d) This Section 9 shall survive any termination of this Agreement for a period of three (3) years from the date of termination of this Agreement. Notwithstanding anything herein to the contrary, no Indemnifying Party will be responsible for any indemnification obligation for the gross negligence or willful misconduct of the Indemnified Party. View More

Indemnification. a. The Trust shall indemnify and hold harmless BlackRock, its officers, employees, agents, successors, and assigns against all judgments, damages, costs or losses of any kind (including reasonable attorneys' fees and experts' fees) resulting from any claim, action or proceeding (collectively "claims") that arises out of or relates to any breach by BlackRock of its covenants, other obligations, representations, or warranties under the License Agreement caused by the actions or inactions of the Tr...ust. The provisions of this section shall survive termination of this Agreement. b. BlackRock shall indemnify and hold harmless the Trust against all judgments, damages, costs or losses of any kind (including reasonable attorneys' fees and experts' fees) resulting from any claims that arise out of or relate to any assertion by BNY Mellon that the business or operations of the Trust, as described in the Registration Statement, violate Licensor Patent Rights. View More

Indemnification. (a) Provider shall indemnify, defend and hold Company and Company's current and future parents, subsidiaries, and affiliates, and each of their respective current and future successors, assigns, representatives, employees, officers, and other agents ("Company Indemnified Parties") harmless from any third-party claim, damage, loss, liability, cost or expense (including reasonable third party counsel fees and disbursements of counsel) (collectively, "Claims") resulting or arising solely from any m...aterial breach by Provider of any of its express representations, warranties or covenants set forth in this Agreement. The Company Indemnified Parties shall promptly notify Provider of any Claim, and reasonably cooperate with Provider in the defense or settlement of such Claim; provided that, no delay in notification shall affect Provider's indemnification obligations except to the extent such delay prejudices Provider's ability to defend such Claim. Provider shall have the right to select counsel and to defend any/or settle such Claim, provided that any such settlement includes a full release for the Company Indemnified Parties. Provider shall not be liable to Company or any third party under this Section 8(a) to the extent that (i) Company is required to indemnify Provider from a Claim pursuant to Section 8(b) below, or (ii) the amount of the Claim exceeds the aggregate compensation actually paid to Provider hereunder during the Term. (b) Company shall indemnify, and defend and hold Provider and Crawford, and Provider's current and future parents, subsidiaries, and affiliates, and each of their respective current and future successors, assigns, representatives, employees, officers, and other agents ("Provider Indemnified Parties") harmless from any and all Claims resulting or arising from any one (1) or more of the following: (i) the distribution, licensing and use of the Products, (ii) any alleged defect in the Products or their implementation, (iii) any material breach by Company of the provisions of any of its representations, warranties or covenants set forth in this Agreement, (iv) the provision of Services pursuant to this Agreement except to the extent that Company is entitled to be indemnified in respect thereof pursuant to Section 8(a) above, (v) the failure by Company to perform any of its obligations under this Agreement, and (vi) any acts, whether by omission or commission by Company, which may arise out of, in connection with, or is any way related to, the Products or this Agreement. The Provider Indemnified Parties shall promptly notify Company of such Claim, and reasonably cooperate with Company in the defense or settlement of such Claim; provided that, no delay in notification shall affect Company's indemnification obligations except to the extent such delay prejudices Company's ability to defend such Claim. Company shall have the right to select counsel and to defend any/or settle such Claim, provided that any such settlement includes a full release for the Provider Indemnified Parties. Company hereby agrees that Provider's approval shall not waive, diminish or negate Company's indemnification obligations to the Provider Indemnified Parties herein. (c) Indemnification Process. The Party to be indemnified hereunder (the "Indemnitee") must give the indemnifying Party hereunder (the "Indemnitor") prompt written notice of any Claim, and the Indemnitor, in its sole discretion, may then take such action as it deems advisable to defend such Claim on behalf of the Indemnitee. In the event that appropriate action is not taken by the Indemnitor within thirty (30) days after the Indemnitor's receipt of written notice from the Indemnitee, the Indemnitee shall have the right to defend such Claim with counsel reasonably acceptable to the Indemnitor, and no settlement of any such Claim may be made without the prior written approval of the Indemnitor, which approval shall not be unreasonably withheld, conditioned or delayed. Even if appropriate action is taken by the Indemnitor, the Indemnitee may, at its own cost and expense, be represented by its own counsel in such Claim. In any event, the Indemnitee and the Indemnitor shall keep each other fully advised of all developments and shall cooperate fully with each other in all respects with respect to any such Claim. View More

Indemnification. Licensee shall indemnify, defend (by counsel acceptable to SmartLabs), release, protect and hold the SmartLabs Parties harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages, suits or judgments, and all reasonable expenses (including reasonable attorneys' fees, charges and disbursements, regardless of whether the applicable demand, claim, action, cause of action or suit is voluntarily withdrawn or dismissed) incurred in inv...estigating or resisting the same (collectively, "Claims") of any kind or nature that arise before, during or after the Term, arising out of or related to: (i) the use or occupancy of the Licensed Premises or Shared Premises by Licensee or its Occupants or anyone claiming by, through or under Licensee; (ii) the failure by Licensee or anyone claiming by, through or under Licensee to comply with any term, condition, or covenant of this Agreement or the Lease, including, without limitation, Licensee's obligation to surrender the Licensed Premises in the condition herein required; (iii) the negligence or willful misconduct of Licensee, its agents or anyone claiming by, through or under Licensee; (iv) the existence of Hazardous Materials on, under or about the Licensed Premises to the extent caused, stored, released, discharged or introduced by Licensee or its agents; (v) the death of or injury to any person or damage to any property in the Licensed Premises; or (vi) the death of or injury to any person or damage to any property on or about the Building to the extent caused by the negligence, recklessness or willful misconduct of Licensee or its agents. View More

Indemnification. Customer shall indemnify, hold harmless and defend APLD, its subsidiaries, employees, agents, directors, owners, executives, representatives, and subcontractors from any and all third-party liability, claim, judgment, loss, cost, expense or damage, including attorneys' fees and legal expenses, arising out of or relating to the Equipment or Customer's use thereof, or any injuries or damages sustained by any person or property due to any direct or indirect act, omission, negligence or misconduct o...f Customer, its agents, representatives, employees, contractors and their employees and subcontractors and their employees, including due to a breach of this Agreement by Customer. Customer shall not enter into any settlement or resolution with a third party under this section without APLD's prior written consent, which shall not be unreasonably withheld. View More

Indemnification. The following indemnification obligation applies only to the extent of Sponsor's use of the Research or any University intellectual property or Research Results. The Sponsor shall therefore defend, indemnify and hold harmless University, the Principal Investigator, in his capacity as such, and any of University's faculty, students, employees, trustees, officers, affiliates, and agents (hereinafter referred to collectively as the if "Indemnified Persons") from and against any and all liability, c...laims, lawsuits, losses, damages, costs or expenses (including attorneys' fees), which the Indemnified Persons may hereafter incur, or be required to pay, unless determined with finality by a court of competent jurisdiction to result solely from an Indemnified Person's gross negligence or willful misconduct. University shall notify Sponsor upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs and expenses and University shall cooperate with Sponsor in every proper way in the defense or settlement thereof at Sponsor's 12 request and expense. Sponsor shall not dispose or settle any claim admitting liability on the part of the University without University's prior written consent. View More

Indemnification. Company and Servicer will indemnify, defend and hold harmless Bank, its officers, directors, employees, and agents (collectively, the "Indemnified Parties") from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) (collectively "Losses and Liabilities") Bank may suffer or incur as a result of or in connection with (a) Bank complying with any binding legal process, legal notice or court order referred to in the immediate...ly preceding section of this Agreement, (b) Bank following any instruction or request of Secured Party, including but not limited to any Access Termination Notice or Disposition Instructions, or (c) Bank complying with its obligations under this Agreement, except to the extent such Losses and Liabilities are caused by Bank's gross negligence or willful misconduct. To the extent such obligations of indemnity are not satisfied by Company or Servicer within five (5) days after demand on Company and Servicer by Bank, Secured Party will indemnify, defend and hold harmless Bank and the other Indemnified Parties against any and all Losses and Liabilities Bank may suffer or incur as a result of or in connection with Bank following any instruction or request of Secured Party, except to the extent such Losses and Liabilities are caused by Bank's gross negligence or willful misconduct. View More

Indemnification. Company understands and agrees that any indemnification obligations under its governing documents or the indemnification agreement between Company and Executive with respect to Executive's service as an officer of Company remain in effect and survive the termination of Executive's employment under this Agreement as set forth in such governing documents or indemnification agreement.