Indemnification for Employee Reclassification Sample Clauses

Indemnification for Employee Reclassification. Each Party will indemnify, defend, and hold harmless the other Party and its Affiliates, and its and their directors, employees and agents from and against any damages, liability, loss and costs that may be paid or payable by any such Person resulting from or in connection with any claim or other cause of action asserted by any Sales Representative of the other Party or any Third Party (including without limitation federal, state or local governmental authorities) arising out of the execution and/or performance of this Agreement that is based on or with respect to:
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Indemnification for Employee Reclassification. Impax shall indemnify, defend, and hold harmless Shire and its Affiliates and their respective directors, officers, employees and contractors (each of the foregoing, a “Shire Party”) from and against any damages, liability, loss and costs, including but not limited to attorneys fees (collectively, “Liability”), that may be paid or payable by any such Shire Party resulting from any claim or other cause of action asserted by any Sales Force member, CSO or any other Third Party (including without limitation federal, state or local Regulatory Authorities) and based on or with respect to:
Sample 1Sample 2Sample 3
Indemnification for Employee Reclassification. 4.8.4.6.1 GENENTECH will indemnify, defend, and hold harmless each INTEGRILIN PARTNER and its Affiliates, and its and their directors, employees and agents (collectively, the "INTEGRILIN PARTNERS Indemnitees") from and against any damages, liability, loss and costs that may be paid or payable by any such INTEGRILIN PARTNERS Indemnitee resulting from or in connection with any claim or other cause of action asserted by any GENENTECH Sales Force Personnel, or by any Third Party (including without limitation federal, state or local governmental authorities) arising out of the execution and/or performance of this Agreement that is based on or with respect to: [*]=Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 21.
Sample 1
Indemnification for Employee Reclassification. 3.6.8.1 Xxxxx will indemnify, defend, and hold harmless BMS and its Affiliates, and its and their directors, employees and agents (collectively, the "BMS Indemnitees") from and against any damages, liability, loss and costs that may be paid or payable by any such BMS Indemnitee resulting from or in connection with any claim or other cause of action asserted by any Xxxxx Sales Force Personnel, or by any Third Party (including without limitation Governmental or Regulatory Authorities) arising out of the execution and/or performance of this Agreement that is based on or with respect to:
Sample 1
Indemnification for Employee Reclassification. Subject to the provisions of Article 7, Kos will indemnify, defend, and hold harmless BPI and its Affiliates, and their respective directors, officers, employees and agents, from and against any damage, liability, loss or cost that may be paid or payable by any such Person resulting from or in connection with any claim or other cause of action asserted by any Sales Representative of Kos or any Third Party (including without limitation, any Governmental Authority) arising out of the execution and/or performance of this Agreement that is based on or relates to:
Sample 1

Related to Indemnification for Employee Reclassification

  • Indemnification of Executive To the fullest extent permitted under applicable law, in the event a Change of Control and a Termination of Employment of Executive as a Retired Early Employee occurs, Arrow and the Bank shall indemnify the Executive for all legal fees and expenses subsequently incurred by the Executive in seeking to obtain or enforce any right or benefit provided under this Agreement related to such events, provided, however, that such right to indemnification will not apply if and to the extent that a court of competent jurisdiction shall determine that any such fees and expenses have been incurred as a result of the Executive's bad faith. Indemnification payments payable hereunder by Arrow and the Bank shall be made not later than thirty (30) days after a request for payment has been received from the Executive with such evidence of indemnifiable fees and expenses as Arrow or the Bank may reasonably request, provided, however, that such indemnification and reimbursement payments shall not be made later than the last day of the calendar year following the calendar year in which the expenses were incurred.

  • Indemnification of Employer The Association on behalf of itself and the OEA and NEA agrees to indemnify the Board for any cost or liability incurred as a result of the implementation and enforcement of this provision provided that:

  • SALARY DETERMINATION FOR EMPLOYEES IN ADULT EDUCATION PCA Article B.3 does not apply in School District No. 34 (Abbotsford).

  • Application for Employment Employee understands and agrees that, as a condition of this Agreement, Employee shall not be entitled to any employment with the Company, and Employee hereby waives any right, or alleged right, of employment or re-employment with the Company. Employee further agrees not to apply for employment with the Company and not otherwise pursue an independent contractor or vendor relationship with the Company.

  • Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

  • INDEMNIFICATION FOR EXPENSES OF A WITNESS Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

  • Indemnification for Expenses as a Witness Notwithstanding any other provision of this Agreement except for Section 26 hereof, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

  • Indemnification by the Corporation Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.

  • Legal Fees Associated with Indemnification With respect to any indemnification provisions in this Agreement providing that a party to this Agreement is required to indemnify another party to this Agreement for attorney’s fees and expenses, such fees and expenses are intended to include attorney’s fees and expenses relating to the enforcement of such indemnity.

Time is Money Join Law Insider Premium to draft better contracts faster.