Indemnities Sample Clauses

Indemnities. 8.1. The Assignor shall indemnify ▇▇▇▇▇▇▇ Science against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by ▇▇▇▇▇▇▇ Science arising out of or in connection with: (a) any breach by the Assignor of any of the warranties contained in clause 7; and (b) the enforcement of this Agreement. 8.2. At the request of ▇▇▇▇▇▇▇ Science, and at the Assignor's own expense, the Assignor shall provide all reasonable assistance to enable ▇▇▇▇▇▇▇ Science to resist any claim, action or proceedings brought against ▇▇▇▇▇▇▇ Science as a consequence of any breach by the Assignor of the warranties contained in clause 7. This indemnity shall apply whether or not ▇▇▇▇▇▇▇ Science has been negligent or at fault.

Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foreg...

Indemnities. The Grantee indemnifies the Commonwealth, its officers, employees and contractors against any claim, loss or damage arising in connection with the Activity.

Indemnities. 8.1. The Corresponding Author shall indemnify ▇▇▇▇▇▇▇ Open against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by ▇▇▇▇▇▇▇ Open arising out of or in connection with: (a) any breach by the Corresponding Author of any of the warranties contained in clause 7; and (b) the enforcement of this Agreement. 8.2. At the request of ▇▇▇▇▇▇▇ Open, and at the Corresponding Author’s own expense, the Corresponding Author shall provide all reasonable assistance to enable ▇▇▇▇▇▇▇ Open to resist any claim, action or proceedings brought against ▇▇▇▇▇▇▇ Open as a consequence of any breach by the Corresponding Author of the warranties contained in clause 7. This indemnity shall apply whether or not ▇▇▇▇▇▇▇ Open has been negligent or at fault.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or ...

Indemnities. (a) Seller hereby agrees to indemnify, defend, make whole and hold harmless Purchaser, any member, partner, subsidiary, shareholder, officer, employee, trustee, beneficiary, agent, director or incorporator of Purchaser, and any member, partner, subsidiary, shareholder, officer, employee, beneficiary, agent, director or incorporator of a member, partner, beneficiary or subsidiary of Purchaser, and all of their respective successors and assigns, as the case may be ("SELLER'S INDEMNITEES"), and to reimburse any of them for any and all losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees) arising out of or resulting from an inaccuracy of any representation or a breach of any warranty or covenant made by Seller in this Agreement (subject to paragraph (d) below). (b) Purchaser hereby agrees to indemnify, defend, make whole and hold harmless Seller, any member, partner, subsidiary, shareholder, officer, employee, trustee, beneficiary, agent, director or incorporator of Seller, and any member, partner, subsidiary, shareholder, officer, employee, beneficiary, agent, director or incorporate of a member, partner, beneficiary or subsidiary of Seller, and all of their respective successors and assigns, as the case may be ("PURCHASER'S INDEMNITEES," together with Seller's Indemnitees, the "INDEMNITEES"), and to reimburse any of them for any and all losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees) arising out of or resulting from an inaccuracy or any representation or a breach of any warranty or covenant made by Purchaser in this Agreement. (c) Should any event occur for which any party hereto is entitled to indemnification pursuant to this Article 6, such party shall provide prompt written notice to the other parties describing the nature of such event. If such event consists of a claim asserted against an indemnified party by a third party, the indemnifying party may assume responsibil- ity for any action to be taken to contest the claim, provided that the indemnifying party will notify the applicable Indemnitees in writing of its intention to contest such claim within thirty days after receipt of notice of the claim from such Indemnitees; provided, however, that the indemnifying party may not compromise or settle any claim without the written consent of the indemnified party. The applicable indemnifying party, at its sole expense, may control all proceedings relating to such contest...

Indemnities. 2.7.1. The Employer shall indemnify the Contractor from and against all losses, costs, claims, demands, actions, fines, penalties, liabilities and expenses (including legal expenses), which the Contractor shall take all reasonable steps to mitigate, in connection with or as a result of any claim or demand by any Relevant Employee arising out of the employment of any Relevant Employee provided that this arises from any act, negligence, fault or omission of the Employer in relation to any Relevant Employee prior to the date of the Relevant Transfer and any such claim is not in connection with the Relevant Transfer. 2.7.2. The Contractor shall indemnify the Employer from and against all losses, costs, claims, demands, actions, fines, penalties, liabilities and expenses (including legal expenses), which the Contractor shall take all reasonable steps to mitigate, in connection with or as a result of any claim or demand by any Relevant Employee arising out of the employment of or termination of the employment of any Relevant Employee provided that this arises from any act, negligence, fault or omission of the Contractor in relation to any Relevant Employee, on or after the date of the Relevant Transfer. 2.7.3. The Contractor shall indemnify and hold harmless the Employer from and against all losses, costs, claims, demands, actions, fines, penalties, awards, liabilities and expenses (including legal expenses) which the Employer shall take all reasonable steps to mitigate, in connection with or as a result of any claim by any trade union or staff association or employee representative (whether or not recognised by the Contractor in respect of all or any of the Relevant Employees) arising from or connected with any failure by the Contractor to comply with any legal obligation to such trade union staff associated or other employee representative whether under Regulation 13 of the Regulations, under the Directive or otherwise and, whether any such claim arises or has its origin before or after the date of the Relevant Transfer. 2.7.4. The Contractor shall indemnify the Employer from and against all losses, costs, claims, demands, actions, fines, penalties, awards, liabilities and expenses (including legal expenses) which the Employer shall take all reasonable steps to mitigate, in connection with or as a result of any claim by any Relevant Employee that the identity of the Contractor or Subcontractor is to that Relevant Employee's detriment or that the terms and cond...

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 16.1 The Grantee indemnifies the Commonwealth, its officers, employees and contractors against any claim, loss or damage arising in connection with the Activity. 16.2 The Grantee's obligation to indemnify the Commonwealth will reduce proportionally to the extent any act or omission involving fault on the part of the Commonwealth contributed to the claim, loss or damage.