Indemnification by the Consultant. If in connection with any services or matters that are the subject of arise out of this Agreement or the Consultant's engagement hereunder, the Company or any of its directors, officers, stockholders, employees of agents (collectively, the "Company Indemnitees") becomes involved (whether or not as a named party) in any action, claim, investigation or legal proceeding, the Consultant, will indemnify and save harmless such Company Indemnitees from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments in compromises and defending against any claims or alleged claims) of any nature whatsoever, liquidated or unliquidated, that are incurred by any Company Indemnitees' obligations under this Agreement unless the claim or alleged claim resulted from willful misconduct, negligence or fraud of the Company Indemnitees. The Consultant agrees that, without the Company Indemnitees' prior written consent, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under this Section 6 (whether or not the Company Indemnitees are actual or potential parties to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Company Indemnitee from all liability arising out of such claim, action or proceeding.
Indemnification by the Consultant. Consultant hereby indemnifies and agrees to hold the Company and its affiliates (including any and all officers, directors, employees and agents) harmless from and against any loss, claim, liability, cost, expense or other damages (including reasonable legal fees and expenses)(collectively “Losses”) which are caused by or arise out of Consultant’s fraud, gross negligence or willful misconduct.
Indemnification by the Consultant. 13.1 The Consultant will indemnify the Client, its directors, officers and employees, successors and assigns from and against any and all claims, demands, suits at law or in equity, loss, damage, attorney's fees and liability of any kind due to, arising out of or resulting from a breach of any covenant, representation or warranty made by the Consultant in this Agreement.
Indemnification by the Consultant. The Consultant hereby agrees to indemnify the Company, its officers, directors, employees, and agents and save them harmless from any and all liabilities and claims whatsoever as follows:
Indemnification by the Consultant. A. The Consultant shall indemnify, protect, defend and save and hold harmless the Company from and against any loss resulting to them from:
Indemnification by the Consultant. The Consultant shall indemnify and hold harmless the Company, the Company Subsidiaries and the members, managers, officers, directors, employees and other agents, representatives and Affiliates thereof (and the members, managers, officers, directors, employees and other agents, representatives and Affiliates of such Persons) (such indemnified Persons, the “Company Indemnified Persons”) from, against and in respect of any and all Losses to the extent such Losses are incurred or suffered by the Company Indemnified Persons as a result of, arising out of or directly or indirectly relating to any Third Party Claim that relates to the provision of the Theater Services under this Agreement to the extent such Losses are caused by the bad faith, gross negligence or willful misconduct of the Consultant or any of its shareholders, managers, officers, directors, employees and other agents, representatives and Affiliates (or the shareholders, members, managers, officers, directors, employees and other agents, representatives and Affiliates of such Persons);
Indemnification by the Consultant. The Consultant agrees to and hereby does indemnify and hold harmless the Company, its affiliates involved in the Clinical Study, and their agents, officers, subcontractors, and employees (“Company Indemnitees”), from and against any loss, expense, cost (including reasonable attorney fees), liability, damage, or claim by any study subjects or third-parties for personal injury, including death, that arises out the Consultant’s or the Consultant Indemnitees failure to conduct the Clinical Study in strict accordance with the protocol for the Clinical Study, the Company’s written instructions, or applicable federal, state or local laws or regulations or that arises out of the gross negligence or willful misconduct of the Consultant (“Company Claim”), provided that the Consultant shall not indemnify any Company Indemnitee for any Company Claim to the extent the Company Claim arose out of: (i) the gross negligence or willful misconduct of the Company or Company Indemnitees; or (iii) the errors, wrongful acts or omissions of the Company or Company Indemnitees. The Consultant’s obligations under this Section 6.2 with respect to a Company Claim are conditioned on:
Indemnification by the Consultant. 9.1.1 The Consultant shall indemnify and save harmless the Corporation, it’s employees and agents, from losses arising out of the errors, omissions or negligent acts of the Consultant, its employees and agents, in the performance of the Services under the Agreement.
Indemnification by the Consultant. The Consultant will indemnify, defend and save harmless the Company, its directors, officers, stockholders, employees and agents (collectively, the "Company Indemnitees") from and against any and all demands, claims, actions or causes of action, assessments, deficiencies, taxes, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties and reasonable attorneys' fees and expenses (collectively "Losses") of any nature whatsoever, liquidated or unliquidated, that are asserted against, resulting from, imposed upon or incurred by any Company Indemnitees and arise out of or in connection with any claim or alleged claim of resulting from the willful misconduct, negligence or fraud of the Consultant or Consultants. The Consultant agrees that, without the Company Indemnitees' prior written consent, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under this Section 6.2 (whether or not the Company Indemnitees are actual or potential parties to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Company Indemnitee from all liability arising out of such claim, action or proceeding.
Indemnification by the Consultant. Except as requested otherwise by the Company, the Consultant, at its own expense, shall indemnify, defend and hold harmless the Company and its Affiliates (as defined below) against any claim, suit, action, proceeding, debt or liability, including reasonable attorneys’ fees (whether arising from enforcement of this Agreement or otherwise), based on or arising from: (i) breach by the Consultant of any of its representations, warranties or obligations under this Agreement; or (ii) the gross negligence or willful misconduct of the Consultant or its Affiliates in the performance of its duties hereunder.
