Indemnification by Ascent Sample Clauses

Indemnification by Ascent. Subject to Sections 7.3 and 7.4, Ascent agrees to indemnify, defend and hold Recordati harmless against any claims, losses, expenses, costs and fees (including the reasonable fees of attorneys and other professionals) of any third party arising in connection with:
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Indemnification by Ascent. (a) From and after the Effective Date, Ascent shall hold harmless and indemnify each of the BioMarin Indemnitees from and against, and shall compensate and reimburse each of the BioMarin Indemnitees for, any Damages that are suffered or incurred by any of the BioMarin Indemnitees or to which any of the BioMarin Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Claim) and that arise from:
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Indemnification by Ascent. Ascent will indemnify and hold Upshxx-Xxxxx xxxmless against any and all liability, damage, loss, cost or expense (including reasonable attorney's fees) resulting from any third-party claims made or suits brought against Upshxx-Xxxxx xxxch are related to the breach of any of Ascent's warranties provided for in this Agreement or which arise out of the promotion, distribution, use or sales of Products by Ascent, including, without limitation, any claims, express, implied or statutory, made as to the efficacy, safety, or use to be made of Products, and claims made by reason of any Product Labeling or any Packaging containing Product (provided such packaging and Labeling was purchased by Upshxx-Xxxxx xx provided in Section 2.2(c) hereof), unless such liability, damage, loss or expense is caused by a breach of a warranty in this Agreement by Upshxx-Xxxxx.
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Indemnification by Ascent. Ascent shall indemnify, defend, and hold TubeSolar and its respective directors, officers, employees, agents, consultants and counsel, and the successors and assigns of the foregoing (the "TubeSolar Indemnitees") harmless from and against any and all liabilities, damages, losses, costs, or expenses (including reasonable attorneys' and professional fees and other expenses of litigation and arbitration) resulting from a claim, suit or proceeding brought by a third party against a TubeSolar Indemnitee, arising from or occurring as a result of:
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Indemnification by Ascent. Ascent shall indemnify, defend and hold TFG Radiant N-E and its respective directors, officers, employees, agents, consultants and counsel, and the successors and assigns of the foregoing (the “TFG Radiant N-E Indemnitees”) harmless from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys' and professional fees and other expenses of litigation and arbitration) resulting from a claim, suit or proceeding brought by a third party against a TFG Radiant N-E Indemnitee, arising from or occurring as a result of:
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Indemnification by Ascent. Ascent agrees to indemnify, defend and hold OCV its parent and affiliated entities, and the officers, directors, employees, partners, shareholders and agents of each of the foregoing, harmless from and against any and all Losses arising out of the alleged infringement of an Intellectual Property Right of a third party by the equipment (other than the Equipment) used by Ascent to provide the Services.
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Indemnification by Ascent. Except to the extent that Lyne is obligated to indemnify, defend and hold Ascent harmless from and against actions, suits, claims, demands, judgments, liabilities and expenses in accordance with Section 3.2 below, Ascent shall indemnify, defend and hold Lyne, and each of its officers, directors, employees, agents and affiliates, harmless from and against all actions, suits, claims, demands, judgments, liabilities and expenses, including legal expenses and reasonable attorneys' fees, based upon or arising out of the use or sale by Ascent of the trimethoprim oral solution, or products which use or incorporate trimethoprim oral solution, including without limitation any claim arising out of the death of or injury to any person or persons or out of any damage to property or as the result of the breach of any patent or trademark. A person or entity seeking indemnification hereunder shall promptly notify Ascent in writing of any such action, suit, claim or demand. Ascent shall manage and control, at its sole expense, the defense of any such action, suit, claim or demand. Lyne, and each of its officers, directors, employees, agents and affiliates, shall cooperate with Ascent in such defense and shall not agree to any settlement of any such action, suit, claim or demand without Ascent's prior written consent, which shall not be unreasonably withheld. Ascent shall not be liable for any amounts paid in any settlement without such prior written consent or for any litigation costs or expenses incurred by Lyne, or any of its officers, directors, employees, agents or affiliates, without Ascent's prior written consent. Ascent shall name Lyne as an additional insured under Ascent's product liability insurance and shall provide Lyne with a certificate of such insurance within ten (10) days of the execution of this Agreement, which certificate shall contain a provision requiring the insurance carrier to give written notice to Lyne at least fifteen (15) days prior to any cancellation or expiration of such insurance.
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Indemnification by Ascent. Except with respect to (i) tax matters which shall be governed by Section 4.04 of this Agreement and the Tax Disaffiliation Agreement, (ii) matters related to the IPO which shall be governed by Section 5.3 of the Corporate Agreement, (iii) claims for which insurance proceeds or other amounts are received which shall be governed by Section 3.04 of this Agreement, Ascent shall indemnify, defend and hold harmless, on an After Tax Basis, the COMSAT Entities and each of their respective directors, officers and employees and each of the heirs, executors, successors and assigns of any of the foregoing (the "COMSAT Indemnitees") from and against any and all Losses of the Ascent Indemnitees arising out of or due to the failure or alleged failure of any COMSAT Entity to pay, perform or otherwise discharge any of the following items:
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Indemnification by Ascent. Ascent shall indemnify, protect, and hold harmless WL, its Affiliates, and its and their respective directors, officers, employees, and agents (collectively the "WL Indemnitees") against any and all Losses arising out of (i) the breach by Ascent of any of its obligations under this Agreement; or (ii) the acts or omissions of Ascent, its Affiliates or any of its or their directors, officers, employees or agents in connection with this Agreement. Notwithstanding the foregoing, Ascent shall not be required to indemnify the WL Indemnitees for any Losses to the extent they arise from (i) the negligent or wrongful acts or omissions of any WL Indemnitee; (ii) the breach by WL of its obligations under this Agreement; or (iii) the manufacture, use or sale of the Product.
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Related to Indemnification by Ascent

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by Acquiror Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders harmless from and against all Damages asserted against or incurred by him arising out of or resulting from:

  • Indemnification by Assignor Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold harmless Assignee from and against any and all actual, out-of-pocket claims, losses, damages, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignee in connection with any failure by Assignor to perform its obligations under this Assignment.

  • INDEMNIFICATION BY ADVISOR The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

  • Indemnification by Adviser The Adviser shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Adviser’s bad faith, fraud, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement; provided, however, that the Adviser shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Adviser.

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by Owner The Owner shall indemnify and hold harmless the Servicer and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any permitted assigns from, and shall reimburse them for, all Damages incurred by or asserted against any of such individuals or entities on or after the Effective Date which arise out of, are in connection with or result from:

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Parent Parent shall indemnify and hold harmless the Company and the Stockholders (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

  • Indemnification By You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

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