Aurora Indemnification Sample Clauses

Aurora Indemnification. 9.5.1 Aurora hereby agrees to indemnify, defend and hold Senomyx and its respective officers, directors, employees and agents (collectively the "Senomyx Indemnitees") harmless from and against all damages, losses, liabilities, expenses and costs or other amounts payable to a Third Party, including reasonable attorneys' fees and costs of litigation, resulting from a claim, demand, action, suit, or other proceeding brought or threatened by a Third Party against a Senomyx Indemnitee based on Aurora's gross negligence, intentional misconduct, trade secret misappropriation or material misrepresentations contained herein. IN NO EVENT SHALL AURORA BE LIABLE FOR ANY INDIRECT, INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGES SUFFERED BY SENOMYX RESULTING FROM THE EXERCISE OF ANY RIGHTS GRANTED IN ACCORDANCE WITH THIS AGREEMENT.
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Aurora Indemnification. Aurora hereby agrees to indemnify, defend and hold BMS and its Affiliates, and their respective officers, directors, employees, consultants, contractors, sublicensees (where approved by Aurora), and agents (collectively, the "BMS Indemnitees") harmless from and against any and all damages or other amounts payable to a Third Party, as well as any reasonable attorneys' fees and costs of litigation incurred by such Indemnitee as to such Claim until Aurora has acknowledged that it will provide indemnification hereunder with respect to such Claim as provided below, (collectively, "Damages") resulting from claims, suits, proceedings or causes of action ("Claims") brought by a Third Party directed to: *** except to the extent such Damages are attributable to: (i) a violation of law, regulation or court order by any BMS Indemnitee, (ii) a violation of any contractual or fiduciary duty owed by any BMS indemnittee to a Third Party, (iii) the misappropriation by any such BMS Indemnitee of the trade secrets of any Third Party, (iv) any negligent act or omission or intentional misconduct of any BMS Indemnitee, (v) any breach of this Agreement or misrepresentation contained herein by a BMS Indemnitee, (vi) *** (vii) *** ***CONFIDENTIAL TREATMENT REQUESTED
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Aurora Indemnification. Aurora agrees to indemnify, defend and hold harmless GW, its officers, employees and agents from and against any and all claims, GW-Axxxxx Xxxeement, Dec 15 1999 *** CONFIDENTIAL TREATMENT REQUESTED 13/23 14 liabilities, demands, damages, judgements, awards, settlements, expenses or losses (including reasonable attorney fees) (collectively, "Claims") arising out of Aurora's negligence or willful misconduct or any damages to property or injuries (including death) to any persons directly caused by Aurora, its employees, agents or permitted subcontractors. GW shall give prompt notice of the Claim to Aurora and, provided that Aurora is not contesting the indemnity obligation, shall permit Aurora to control any litigation relating to such a Claim and disposition of any such Claim provided that Aurora shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to parties being indemnified under this Section and Aurora shall not settle or otherwise resolve any Claim without prior notice to GW and the consent of GW if such settlement involves anything other than the payment of money by Aurora. GW shall cooperate with Aurora, at Aurora's expense, in its defense of any Claim for which indemnification is sought under this Section.
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Aurora Indemnification. Aurora hereby agrees to indemnify, defend and hold Merck, and its officers, directors, employees, and agents (collectively, the "Merck Indemnitees") harmless from and against all damages or other amounts payable to a Third Party, including reasonable attorneys' fees and costs of litigation, resulting from a suit or ***.
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Aurora Indemnification. Aurora hereby agrees to indemnify, defend and hold CFF, and its officers, directors, employees, and agents (collectively, the "CFF Indemnitees") harmless from and against all damages or other amounts payable to a Third Party, including reasonable attorneys' fees and costs of litigation, resulting from a suit or claim brought by a Third Party against a CFF Indemnitee for i) any development, manufacture, use or sale of a Development Candidate or Product by or through Aurora or its Licensees, and ii) personal injury or property damage that was caused by Aurora or by or to an Aurora employee or agent due to the willful misconduct of Aurora or such Aurora employee or agent in performance of this Agreement at CFF or Aurora; except to the extent such damages or other amounts payable are attributable to: (a) a violation of law and regulation or court order by any CFF Indemnitee, or (b) any willful misconduct of any CFF Indemnitee. If a CFF Indemnitee desires indemnification from Aurora, such CFF Indemnitee will promptly and in writing notify Aurora of the same pursuant to this Section 8.3 and the circumstances surrounding such requested indemnification and Aurora will be entitled to assume sole control of the defense or settlement; provided, however, that the CFF Indemnitee will be entitled to participate in the defense of such matter and to employ counsel of its choosing and at its own expense to provide assistance to Aurora.
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Aurora Indemnification. Aurora hereby agrees to indemnify, defend ***.
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Aurora Indemnification. Aurora agrees to indemnify, defend and hold harmless Wyeth, its officers, employees and agents from and against any and all claims, liabilities, demands, damages, judgements, awards, settlements, expenses or losses (including reasonable attorney fees) arising out of Aurora's negligence or willful misconduct or any damages to property or injuries (including death) to any persons directly caused by Aurora, its employees, agents or permitted subcontractors.
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Related to Aurora Indemnification

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Cross Indemnification Each Lender (an “Indemnifying Party”) hereby agrees to indemnify, hold harmless and defend each other and such other Lender’s respective officers, directors, employees, attorneys, agents (not including any Participating Institution or the servicer of any TXXX Loan) and each person who controls such other Lender within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively and severally, the “Indemnified Parties”), from and against any and all claims, obligations, penalties, actions, suits, judgments, costs, disbursements, losses, liabilities and/or damages (including, without limitation, reasonable external attorneys’ fees and the allocated costs of internal salaried attorneys) of any kind whatsoever which may at any time be imposed on, assessed against or incurred by any such Indemnified Party in any way relating to or arising out of the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender hereunder or the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender to any Participating Institution in connection with the TXXX Program or the Subject Securitization Transaction. The indemnity provided by each Indemnifying Lender hereunder is in addition to any liability which such Lender may otherwise have to the Indemnified Parties, at law, in equity or otherwise, in connection with the Subject Securitization Transaction.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Third Party Indemnification The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

  • Licensee Indemnification Licensee shall and shall cause its affiliates to indemnify, defend and hold harmless NCIT and its Subcontractors and their Representatives and successors and assigns (each, a “NCIT Indemnitee”) from and against any and all Losses incurred by such NCIT Indemnitee in connection with any Action that arises out of or relates to this Agreement or any of the following:

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • ERISA Indemnification Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender's sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 4.1.9 or 5.2.12 of the Loan Agreement.

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