Indemnification of Xxxxxxx. Dermira, its Affiliates and Sublicensees shall indemnify Xxxxxxx and its Affiliates, and other related indemnified persons as set out in the Xxxxxxx Side Letter.
Indemnification of Xxxxxxx. Subject to the terms of this Article 6, from and after the Closing Date, Stratus shall indemnify, defend, save and hold harmless Xxxxxxx and its Affiliates and each of their respective officers, managers, members, employees, agents, representatives, successors and assigns (collectively, the “Xxxxxxx Indemnified Parties”), from and against any and all:
Indemnification of Xxxxxxx. Fidelity shall indemnify Xxxxxxx and shall advance reimbursable expenses incurred by Xxxxxxx in any proceeding against Xxxxxxx, including a proceeding brought in the right of Fidelity, as a director or officer of Fidelity or any subsidiary thereof, except claims and proceedings brought directly by Fidelity against Xxxxxxx, to the fullest extent permitted under the Articles of Incorporation and By-Laws of Fidelity and the Georgia Business Corporation Code, as amended from time to time. Such indemnities and advances shall be paid to Xxxxxxx on the next normal payroll payment date after Xxxxxxx’x rights to such amounts are no longer in dispute.
Indemnification of Xxxxxxx. Forest shall indemnify Xxxxxxx, its Affiliates and its and their respective directors, officers, employees, and agents (the “Xxxxxxx Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) to the extent arising from or occurring as a result of:
Indemnification of Xxxxxxx. Xxxxxxx shall indemnify Forest, its Affiliates and its and their respective directors, officers, employees, and agents (the “Forest Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) to the extent arising or occurring as a result of Xxxxxxx’x performance of the Development Program, except for those Losses for which Forest has an obligation to indemnify any Xxxxxxx Indemnitee pursuant to Section 8.1.2, as to which Losses each Party shall indemnify each of the Xxxxxxx Indemnitees or Forest Indemnitees, as applicable, to the extent of its respective liability for such Losses relative to the other Party.
Indemnification of Xxxxxxx. EXACT will save, defend, indemnify and hold harmless XXXXXXX and its Affiliates, and the officers, directors and employees of any of them (“XXXXXXX INDEMNITEES”) from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees, (“LOSSES”) to which any of them may become subject as a result of any claim, demand, action or proceeding by any Third Party to the extent such Losses arise out of (i) the research, development, manufacture, production, supply, promotion, import, sale or use by EXACT or its sublicensees, contractors or customers of any products or services, (ii) the conduct of any research and development by EXACT or its sublicensees, including, without limitation, clinical trials, conducted with respect to the products, processes or services licensed under this Agreement, or (iii) a breach by EXACT of any of its representations and warranties contained in this agreement, except to the extent such Losses result from the gross negligence or willful misconduct of Xxxxxxx Indemnitees or the breach of this Agreement by XXXXXXX. If XXXXXXX seeks indemnification hereunder, it will inform EXACT of the claim as soon as reasonably practicable after it receives notice of the claim, will permit EXACT to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and will cooperate as requested (at the expense of EXACT) in the defense of the claim.
Indemnification of Xxxxxxx. The Company will indemnify Xxxxxxx against any losses, claims, damages, liabilities, costs and expenses (including, without limitation, any legal or other expenses incurred in connection with investigating, preparing to defend or defending against any action, claim, suit or proceeding, whether commenced or threatened and whether or not Xxxxxxx is a party thereto, or in appearing or preparing for appearance as a witness), based upon, relating to or arising out of or in connection with advice or services rendered or to be rendered pursuant to this Agreement, the transaction contemplated thereby or Xxxxxxx'x actions or inactions in connection with any such advice, services or transaction (including, but not limited to, any liability arising out of (i) any misstatement or alleged misstatement of a material fact in any materials provided by the Company to Xxxxxxx or a third party introduced by Xxxxxxx and (ii) any omission or alleged omission from any materials provided by the Company to Xxxxxxx or a third party introduced by Xxxxxxx, including, without limitation of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading), except to the extent that any such loss, claim, damage, liability, cost or expense results solely from the gross negligence or bad faith of Xxxxxxx in performing the services which are the subject of this Agreement. If for any reason the foregoing indemnification is unavailable to Xxxxxxx or insufficient to hold her harmless, then the Company shall contribute to the amount paid or payable by Xxxxxxx as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company and its stockholders on the one hand and Xxxxxxx on the other hand, or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company and Xxxxxxx, as well as any relevant equitable considerations; provided, however, that, to the extent permitted by applicable law, Xxxxxxx shall not be responsible for amounts which in the aggregate are in excess of the amount of all fees actually received from the Company in connection with the engagement. No person guilty of fraudulent misrepresentation (as such term has been interpreted under Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misr...
Indemnification of Xxxxxxx. Subject to the limitations stated in this -------------------------- Article 7, Xxxxxx shall indemnify and hold Xxxxxxx and its Affiliates harmless from and against any loss, liability, damage or expense (including, but not limited to, reasonable attorneys' fees) based upon, arising out of or otherwise resulting from any inaccuracy in any representation or any breach of any warranty, covenant or agreement of Xxxxxx contained in this Agreement or in any certificate delivered by it pursuant to this Agreement.
Indemnification of Xxxxxxx. Licensee shall indemnify Xxxxxxx, its Affiliates and its and their respective directors, officers, employees and agents and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) to the extent arising from or occurring as a result of: (i) the breach by Licensee of this Agreement; (ii) the negligence or willful misconduct on the part of Licensee, its Affiliates or its Sublicensees in performing its or their obligations under this Agreement; and (iii) the Exploitation by Licensee, its Affiliates or its Sublicensees of any Licensed Compounds or Licensed Products, except, in each case ((i), (ii) and (iii)), to the extent such Losses arise from or occur as a result of the breach by Xxxxxxx of this Agreement or the negligence or willful misconduct on the part of Xxxxxxx, its Affiliates or its or their respective directors, officers, employees or agents.
Indemnification of Xxxxxxx. 8.1 Xxxxxxx will indemnify Capital from any and all debts or liabilities arising out of or from the Claims prior to the date of this agreement.
