INDEMNIFICATION BY ATI Sample Clauses

INDEMNIFICATION BY ATI. (a) ATI shall indemnify, defend and hold harmless Water Pik, each member of the Water Pik Group and each of their respective directors, officers, employees, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Water Pik Indemnitees"), from and against any and all Liabilities of the Water Pik Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the failure of ATI or any other member of the ATI Group to pay, perform or otherwise promptly discharge any ATI Liabilities; and (b) any breach by ATI of this Agreement or any of the Ancillary Agreements.

INDEMNIFICATION BY ATI. 27 5.04. Indemnification Obligations Net of Insurance Proceeds and other Amounts............................27 5.05. Procedures for Indemnification of Third Party Claims...............................................27 5.06.

INDEMNIFICATION BY ATI. In the event of any registration under the Securities Act of any offering of Shares, ATI hereby agrees to indemnify and hold harmless Shareholder and each person (including each underwriter, and each other person, if any, who controls such underwriter) who participates in the offering of such Shares against any Losses, joint or several, to which Shareholder or such participating person may become subject under the Securities Act or otherwise, insofar as such Losses (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which Shares were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and will reimburse Shareholder and each such participating person for any legal or other expenses reasonably incurred by Shareholder or such participating person in connection with investigating or defending any such Loss: provided, however, that, ATI will not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished by Shareholder or such participating person, as the case may be, specifically for use in the preparation thereof. ATI shall also indemnify underwriters, selling brokers, dealers, managers, and similar securities industry professionals participating in the distribution, their officers, directors, agents, and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of Shareholder.

INDEMNIFICATION BY ATI. (a) ATI shall indemnify, defend and hold harmless Water Pik, each member of the Water Pik Group and each of their respective directors, officers, employees, agents and representatives, and each of the heirs, executors, successors and assigns of any of the

INDEMNIFICATION BY ATI. ATI shall indemnify, defend and hold harmless BioChem and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a "BioChem Indemnified Party") from and against any Liability which the BioChem Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach or misstatement by ATI of any of its obligations, covenants, representations or warranties contained in this Agreement; (ii) any negligent act or omission or willful misconduct of ATI (or any Affiliate thereof) in the performance of the Research Program or fulfillment of its obligations under this Agreement; or (iii) the successful enforcement by a BioChem Indemnified Party of its rights under this Section 7.2.

INDEMNIFICATION BY ATI. ATI shall defend, indemnify and hold harmless Transferee and each of Transferee's subsidiaries, shareholders, affiliates, officers, directors, employees, agents, successors and assigns (Transferee and such persons, collectively, "Transferee's Indemnified Persons"), and shall reimburse Transferee's Indemnified Persons for, from and against each and every demand, claim, loss, liability, judgment, damage, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors) (collectively, "Losses") imposed on or incurred by Transferee's Indemnified Persons, directly or indirectly (including without limitation diminution in value of an equity interest), relating to, resulting from or arising out of any inaccuracy in any representation or warranty of ATI herein or in the Merger Agreement in any respect, whether or not Transferee's Indemnified Persons relied thereon, or any breach or nonfulfillment of any covenant, agreement or other obligation of ATI under this Agreement, the Merger Agreement, or any certificate or other document delivered or to be delivered pursuant hereto. [The parties agree that the Tax Adjustment described in Section 1.5(a) is an agreed upon payment limited to the failure to execute 117 the Merger Agreement under the circumstances described therein and is not intended as an admission of the fact or measure of damages for any purpose, and that this Section 5.1 shall govern with respect to a Loss relating to, resulting from or arising out of any other matter described in the foregoing sentence.]

INDEMNIFICATION BY ATI. ATI shall defend, indemnify, and hold harmless USW and each of USW's subsidiaries, shareholders, affiliates, officers, directors, employees, agents, successors, and assigns (collectively "USW's Indemnified Persons") and shall reimburse USW's Indemnified Persons for, from, and against each and every demand, claim, loss, liability, judgment, damage, cost and expenses of attorneys, accountants, and other professional advisors (collectively, "Losses") imposed on or incurred by USW's Indemnified Persons, directly or indirectly (including, without limitation, diminution in value of an equity interest), relating to, resulting from or arising out of any inaccuracy in any representation or warranty of ATI herein or in the Trust Agreement in any respect, whether or not USW's Indemnified Persons relied thereon, or any breach or nonfulfillment of any covenant, agreement or other obligation of ATI under this Agreement or any certificate or other document delivered or to be delivered pursuant hereto.

INDEMNIFICATION BY ATI. ATI agrees to indemnify, to the fullest extent permitted by law, Grantor, the Trustee (and any Affiliate thereof holding Registrable Shares), each person who controls Grantor, the Trustee or such Affiliate (within the meaning of either the Securities Act or the Exchange Act), and their respective directors and officers against any and all losses, claims, damages, liabilities and expenses (including attorneys' fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus or preliminary prospectus (each as amended and/or supplemented, if ATI shall have furnished any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided that ATI shall not be required to indemnify Grantor, the Trustee or such Affiliate, such controlling persons or their