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. 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. (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 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. 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 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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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. 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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Related to Indemnification by Ascent

  • Indemnification by Us We shall defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of Xxxx.xxx Services, excluding Xxxx.xxx Data, as permitted hereunder infringes or misappropriates third party intellectual property rights, (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle or defend any Claim Against You unless We unconditionally release You of all liability), and (c) provide Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Xxxx.xxx Services may infringe or misappropriate, We may in our discretion and at no cost to You (i) modify the Xxxx.xxx Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Xxxx.xxx Services in accordance with this Agreement, or (iii) terminate Your right to use such Xxxx.xxx Services upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the applicable Xxxx.xxx Service term after the effective date of termination. If a court orders You to cease using part or all of the Xxxx.xxx Services in connection with a Claim Against You, We shall take the actions described in subpart (i) or (ii) of the preceding sentence, or if We cannot accomplish (i) or (ii) in a commercially reasonable manner, We shall take the actions described in subpart (iii) of the preceding sentence, all at no cost to You.

  • 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 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 To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • 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 agrees to indemnify and hold harmless the Investor, and the Investor’s affiliates, attorneys and agents, and each Person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission to state therein a material fact required to be stated therein made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, by such Investor expressly for use therein.

  • 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

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Buyers Buyers covenant and agree to indemnify, defend, protect and hold harmless Seller and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

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