Indemnification Obligations of the Parties. (a) Each party shall indemnify, defend and hold harmless the other party and its Affiliates from and against any and all losses, costs, expenses, liabilities, claims, actions, damages, personal injury, or loss of life, including without limitation, reasonable attorney's fees (collectively, "Losses"), arising directly from such party's (i) grossly negligent acts or omissions or willful misconduct; and/or (ii) breach of this Agreement.
Indemnification Obligations of the Parties. The Department. Subject to the New Jersey Tort Claims Act, N.J.
Indemnification Obligations of the Parties. Each Party (as the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party or Parties and its Affiliates, and each of their respective Representatives and each of the heirs, personal representatives, successors and assigns of any of the foregoing (the “Indemnified Parties”) from, against, and in respect of, any and all Claims, liabilities, obligations, damages, losses, costs, expenses, charges, assessments, interest, penalties, fines and judgments (at equity or at law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to:
Indemnification Obligations of the Parties. Subject to the terms and conditions of this Section 11, each party hereto agrees to indemnify and hold the other party and its officers, directors, and other affiliates (collectively, the “Indemnified Parties”) harmless against any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, demands, claims, actions, causes of action, assessments, deficiencies and other charges (“Losses”) and expenses (including, without limitation, reasonable legal and other expenses), except as expressly limited by the terms of Section 11.3 or 11.4, resulting from:
Indemnification Obligations of the Parties. (i) Subject to the terms and conditions of this Section 7, from and after the Closing, the 6th Wave Stockholders shall, severally and not jointly based on their respective Pro Rata Shares, indemnify Parent, the Surviving Corporation and their respective Affiliates, directors, officers, employees, representatives, successors, transferees and assignees (each a “Parent Indemnified Party”) from and against any Losses actually incurred by such Parent Indemnified Party resulting from:
Indemnification Obligations of the Parties. Section 11.01 of the Agreement is hereby amended in its entirety to read as follows:
Indemnification Obligations of the Parties. (a) Synthon shall indemnify and hold JDS (including for this purpose its Affiliates, officers, directors and agents) harmless from and against any direct costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses), or damages (collectively, “Damages”) incurred by JDS which arise from (i) the breach by Synthon of any of its representations, covenants, warranties or obligations set forth herein, (ii) the development, registration, manufacture, marketing, sale or distribution of the Product before the Closing (including, without limitation, lawsuits, regulatory or other actions or proceedings, recalls, complaints or other Damages incurred with respect to the Product sold by Synthon prior to the Closing Date) except to the extent such Damages are caused by or arise from the negligence or willful misconduct of JDS or its Affiliates, ***.
Indemnification Obligations of the Parties. Cytori shall indemnify, defend, and hold Olympus and Olympus’ Affiliates, successors, and assigns (each an “Indemnified Party”) harmless from and against, and pay or reimburse each of them for and with respect to, all damages, losses, liabilities, claims, demands, costs, and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by such Indemnified Party, resulting from third party claims, and relating to, arising out of or resulting from, any use of the Products outside of the European Union.
Indemnification Obligations of the Parties. (a) Subject to Section 10.05, each of the Sellers, severally and not jointly, agrees to defend, indemnify and hold harmless the Purchaser (which for the purposes of this Section 10.01(a) shall include the Purchaser's respective affiliates, directors, officers, employees, agents, advisors and representatives) from and against, and to reimburse the Purchaser with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements ("Losses"), asserted against or incurred by the Purchaser by reason of, arising out of, or in connection with:
Indemnification Obligations of the Parties in the Event of A Data Breach Data Sharing and Services Agreement
