Indemnification by SG Sample Clauses
The "Indemnification by SG" clause requires SG to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions attributable to SG. Typically, this means that if SG's conduct, negligence, or breach of contract causes a third party to make a claim against the other party, SG will cover the resulting costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm caused by SG's actions, thereby promoting fairness and accountability in the contractual relationship.
Indemnification by SG. SG hereby agrees to save, defend and hold GNE and its agents and employees harmless from and against any and all Losses resulting directly from SG's performance of work under any agreed upon Development Plan, except to the extent such Losses result from the negligence or willful misconduct of GNE.
Indemnification by SG. Except as otherwise specifically set forth in any provision of this Agreement (including but not limited to the penultimate paragraph of this Section 3.02) or of any Principal Transaction Document, effective as of the Separation Date, SG shall, to the fullest extent permitted by law, indemnify, defend and hold harmless each of the Cowen Indemnitees from and against all Liabilities to the extent such Liabilities relate to, arise out of or result from any of the following items (collectively, the “SG Indemnity Obligations”):
(a) all Liabilities (other than Cowen Liabilities) to the extent such Liabilities relate to, arise out of or result from any failure of SG or any SG Subsidiary to pay, perform or otherwise promptly discharge any SG Liabilities in accordance with their terms and the terms of this Agreement and any Transaction Documents, whether prior to, on or after the Separation Date; and
(b) all Liabilities (other than Cowen Liabilities) to the extent such Liabilities relate to, arise out of or result from any breach by SG or any SG Subsidiary of this Agreement or any of the Transaction Documents (including any Liabilities relating to, arising out of or resulting from such breach and payable pursuant to Section 8.16 of this Agreement but excluding any Liabilities relating to, arising out of or resulting from a breach of the representation and warranty in Section 2.01(f)(ii) of the Separation Agreement) ; and
(c) all Liabilities (other than Cowen Liabilities) to the extent such Liabilities relate to, arise out of or result from any untrue statement or alleged untrue statement of a material fact made in the Registration Statement or the Prospectus, 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 light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or omission or alleged untrue statement or omission was contained in or omitted from (i) the section of the Prospectus titled “Use of Proceeds”, (ii) information relating solely to SG Americas Securities Holdings, Inc. (and not to ▇▇▇▇▇ Inc., any of ▇▇▇▇▇ Inc.’s officers, directors or senior employees or the beneficial ownership of ▇▇▇▇▇ Inc. following the IPO) in the section of the Prospectus titled “Principal and Selling Stockholders” (the “Selling Stockholder Information”), and (iii) information relating solely to M...
Indemnification by SG. SG and its Affiliates hereby agrees (and SG shall cause its sublicensees to agree) to indemnify, defend and hold PDL, its licensors (including [***]), directors, trustees, officers, employees, agents and their respective successors, heirs and assigns (the “Indemnitees”) harmless from and against all suits, claims, actions, demands, liabilities, damages, expenses and/or loss, including reasonable legal expense and attorneys’ fees (“Losses”) resulting from: (a) SG’s or its Affiliates’ or sublicensees’ research, development, manufacturing, testing, labeling, marketing or sale of Licensed Products; or (b) SG’s breach of any of its representations or warranties set forth in Section 7.2 or breach of its other obligations under this Agreement.
Indemnification by SG. SG hereby agrees to save, defend and hold GNE, its directors, trustees, officers, employees, agents and their respective successors, heirs and assigns (the “Indemnitees”) harmless from and against all suits, claims, actions, demands, liabilities, expenses and/or loss, including reasonable legal expense and attorneys’ fees (“Losses”) resulting from (a) SG’s or its Affiliates’ or sublicensees’ research, development, manufacturing, testing, labeling, marketing, sale, or use of any Anti-CD40 Antibody, or (b) SG’s breach of any of the representations or warranties set forth in Section 7.2.