Indemnification by ABX Sample Clauses
The "Indemnification by ABX" clause requires ABX to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or breaches related to the agreement. Typically, this means that if a third party brings a claim against the other party due to ABX's negligence, misconduct, or failure to fulfill contractual obligations, ABX will cover the associated costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party harmed by ABX's actions is not financially responsible for issues caused by ABX, thereby promoting fairness and accountability in the contractual relationship.
Indemnification by ABX. (a) In addition to any other ABX indemnification obligations set forth herein, and to the fullest extent permitted by law, and subject to the limitations contained in Section 16.4, ABX agrees to defend, indemnify and hold harmless DHL, its parent, subsidiaries, Affiliates, and each of their respective officers, directors, shareholders, employees, agents, servants and contractors (the “DHL Indemnified Parties”) from and against any and all liabilities, claims, demands, suits, judgments, damages and losses, including costs and expenses (including reasonable attorneys’ fees and disbursements) (collectively, “Losses”), caused by arising out of or in connection with:
(i) the death of or injury to any person whomsoever, including employees of the ABX Indemnified Parties or the DHL Indemnified Parties, loss of, damage to, delay or destruction of any goods or property whatsoever, including cargo, the Aircraft and any property of the DHL Indemnified Parties or the ABX Indemnified Parties or third parties, in any case caused by, arising out of or in connection with ABX’s performance of the Services hereunder or its possession, use, operation or maintenance of the Aircraft, including any equipment, machinery, spare engines and spare parts utilized to provide such Services;
(ii) any misrepresentation or breach of any representation, warranty or covenant of ABX in this Agreement and its Exhibits or of ATSG in the ATSG Guaranty; or
(iii) any theft, embezzlement, forgery, fraud or other criminal act of ABX, its Affiliates or any of their respective employees. Notwithstanding the foregoing, ABX’s indemnification obligations in clause (i) above, shall not extend to (a) Losses to the extent caused by the gross negligence or willful misconduct of one or more DHL Indemnified Parties; or (ii) Losses arising out of or in any manner connected with the cargo and mail handling activities described in Section 5.2(d), unless attributable to the gross negligence or willful misconduct of one or more ABX Indemnified Parties (as defined below).
(b) DHL shall promptly notify ABX of any claim as to which indemnification is sought from ABX or any of its insurers. Subject to the rights of insurers under policies of insurance maintained pursuant to this Agreement, ABX shall have the right to investigate and the right to defend or compromise any claim for which indemnification is sought under Section 14.1(a) above, and DHL shall cooperate and cause each of the other DHL Indemnified Parties to...
Indemnification by ABX. ABX shall defend, indemnify and hold harmless Endocyte and its Affiliates and their respective officers, directors, employees and agents (each, an “Endocyte Indemnitee”) from and against any and all Damages to which any Endocyte Indemnitee may become subject as a result of any Claim by any Person other than a Party or its Affiliates to the extent such Damages arise directly or indirectly out of (a) the Development, Manufacture or Commercialization of any Compound and/or Product by or on behalf of ABX prior to the Effective Date; (b) ABX’s failure to comply with Applicable Laws; (c) ABX’s breach of any covenant, representation, warranty or other agreement made by ABX in this Agreement; or (d) the negligence or willful misconduct of any of the ABX Indemnitees in connection with this Agreement; except, in each case, to the extent such Damages result from the breach by Endocyte, its Affiliates, sublicensees or subcontractors of any covenant, representation, warranty or other agreement made by Endocyte in this Agreement or the Supply Agreement or the negligence or willful misconduct of any Endocyte Indemnitee or otherwise are Damages as to which Endocyte is required to indemnify ABX under Section 9.1.
Indemnification by ABX. Effective upon the Closing, subject to the provisions of this Article IX, ABX agrees to indemnify and hold harmless the Sellers and their respective successors and assigns (the “Seller Indemnified Parties”) from and against any Losses which are caused by or arise out of:
(a) any breach or default in the performance by ABX or Acquisition of any covenant or agreement of ABX or Acquisition contained herein or in any certificate delivered pursuant hereto at the Closing; and
(b) any breach of warranty or representation made by ABX or Acquisition contained in Article VI of this Agreement or in any certificate delivered pursuant hereto at the Closing; and
(c) any Action by a Seller Indemnified Party to enforce its indemnification rights under this Agreement in which such Person is successful on the merits or otherwise. Notwithstanding the foregoing, the indemnification provisions of Section 9.10 shall be the sole and exclusive remedy of the Seller Indemnified Parties relating to Taxes.