Indemnification by Modulant Sample Clauses

Indemnification by Modulant. Modulant shall indemnify, defend, and hold harmless NorthStrive, its Affiliates, and its licensors (including without limitation the licensor of the Head License), and each of their respective directors, officers, employees, contractors, and agents (collectively, the “NorthStrive Indemnitees”) from and against any and all losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to any third-party claim, action, demand, suit, investigation, or proceeding (“Claim”) arising from: (i) The Development, Manufacture, use, handling, storage, distribution, or Commercialization of Licensed Products by or on behalf of Modulant, its Affiliates, or its Sublicensees; (ii) Any breach by Modulant of this Agreement; or (iii) The negligence, recklessness, or willful misconduct of Modulant, its Affiliates, or its Sublicensees.
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Related to Indemnification by Modulant

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • NOW, THEREFORE the parties hereto agree as follows:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.