Indemnification by Worldwide Clause Samples
Indemnification by Worldwide. Worldwide shall indemnify, defend and hold harmless Sponsor and its Affiliates and their respective officers, directors, employees and agents from any loss, damage, cost or expense (including reasonable attorney’s fees) (“Losses”) arising from any third party claim, demand, assessment, action, suit or proceeding (a “Claim”) arising out of (i) any material breach by Worldwide Group of any material obligations under this Agreement or the Protocol, (ii) any Worldwide Group’s negligence or intentional misconduct; or (iii) any Worldwide Group’s material failure to comply with any applicable law for FDA regulations, except to the extent such Losses are caused by Sponsor’s negligence or willful misconduct.
Indemnification by Worldwide. Subject to the provisions hereof, Worldwide shall indemnify, defend and hold harmless Tronox, each member of the Tronox Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Tronox Indemnitees”), from and against any and all Liabilities of the Tronox Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):
(i) all Assumed Liabilities (as defined in the Assignment, Assumption and Indemnity Agreement);
(ii) any breach by Parent or any member of the Parent Group of any covenant in this Agreement, the Employee Benefits Agreement, the Transitional License Agreement or the Registration Rights Agreement; and
(iii) any Parent Guarantees with respect to which Tronox or any member of the Tronox Group has any liability or obligation after the Closing Date.
Indemnification by Worldwide. Worldwide shall indemnify, defend and hold harmless Sponsor and its Affiliates and their respective officers, directors, employees and agents from any loss, damage, cost or expense (including reasonable attorney’s fees) (“Losses”) arising from any third party claim, demand, assessment, action, suit or proceeding (a “Claim”) arising out of (i) any material breach by Worldwide Group of any material obligations under this Agreement or the Protocol, (ii) any Worldwide Group’s negligence or intentional misconduct; or (iii) any Worldwide Group’s material failure to comply with any applicable law for FDA regulations, except to the extent such Losses are caused by Sponsor’s negligence or willful misconduct. Portions of this Exhibit, indicated by the m▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Indemnification by Worldwide. Worldwide shall indemnify, save and hold harmless the Company and the Company’s Affiliates, officers, employees, directors, accountants, auditors, attorneys, partners, agents and other representatives, from and against any and all Damages incurred in connection with or arising out of or resulting from any breach of any covenant or warranty, or the inaccuracy of any representation, made by Worldwide or any of the Worldwide Shareholders in or pursuant to this Agreement.
Indemnification by Worldwide. Worldwide will indemnify and hold the Vendors harmless from any liabilities relating to Worldwide accruing up to and including the day before the Closing Date and in particular, will ensure that Worldwide has paid all wages, holiday pay, income tax, pension plan, unemployment insurance and other compensation payable to or related to the employees.
Indemnification by Worldwide. Worldwide shall indemnify Sponsor and its Affiliates and their officers, directors, employees and agents from any loss, damage, cost or expense (including reasonable attorney’s fees) arising from any third party claim, demand, assessment, action, suit or proceeding (a “Claim”) to the extent caused by Worldwide’s breach of this Agreement, negligence or intentional misconduct. Sponsor will have no obligation to indemnify Worldwide to the extent that a Claim is caused by Worldwide’s breach of this Agreement, negligence or wilful misconduct.