Joint Indemnification Sample Clauses

Joint Indemnification. 3.1. The Vendor and the Purchaser jointly hereby covenant and agree to indemnify and save harmless PVA at all times against and in respect of any and all claims, demands, actions, or proceedings and legal and other expenses by reason of any liability arising out of:
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Joint Indemnification. Each party (the “Indemnifying Party”) agrees to defend, indemnify and hold harmless the other party and its affiliates, agents, directors and employees from and against any and all claims, liabilities, costs or expenses (each, a “Claim”) arising from the Indemnifying Party’s gross negligence or willful misconduct and/or from the Indemnifying Party’s breach of this Agreement, including but not limited to (in the case of Sales Partner), making any false or misleading statements about Company or the Services. The Indemnifying Party agrees to give the other party written notice of any such Claim as soon as practicable following notification thereof. The Indemnifying Party agrees to pay all costs finally awarded by a court of competent jurisdiction to the party that instituted the Claim, including reasonable attorney fees and costs.
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Joint Indemnification. In the event Business Associate violates this Agreement as it relates to HIPAA’s privacy standards, Business Associate agrees to jointly, and to the extent allowable by law and without waiving any governmental immunity, agree to indemnify, insure, defend and hold harmless each other, and their officers, directors, agents, representatives, attorneys and employees, each of the foregoing hereinafter referred to as an "indemnified party," against all claims, losses, suits, judgments or damages, including court costs and attorney’s fees, suffered by the indemnified party and all liability to third parties arising out of or in connection with:
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Joint Indemnification. In the event any claim, suit or proceeding (a "Claim") is brought against either party on the issue of infringement of any patent, copyright, trademark, mask work or other intellectual property right in any party of the world by any Joint Component manufactured or distributed by either party, both parties shall have the obligation and duty to share equally in the costs of the defense any such Claim, including any settlement or final judgment of such Claim plus costs and attorneys' fees awarded with respect to such Claim. The parties agree to share joint control over the defense and/or settlement negotiations related to any such Claim and each party (each an "Indemnifying Party") shall be released from its obligations under this Section 7.3.1 unless (i) the other party promptly notifies the Indemnifying Party in writing of any known Claim; (ii) the other party gives the Indemnifying Party authority
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Joint Indemnification. Subject to the provisions of Section 8.03, the Shareholders shall jointly and severally indemnify, defend and hold harmless Acquiror and its officers, directors, employees, agents and representatives from and against and in respect of any and all losses, damages, expenses, liabilities, claims, settlements, assessments and judgments (including reasonable costs and attorney's fees and other expenses arising out of any claim, or the defense, settlement or investigation thereof, made with respect to any of the foregoing) (collectively, "LOSSES") incurred or suffered by Acquiror, arising out of, based upon or resulting from any inaccuracy, misrepresentation or breach of representation and warranty contained in Article III of this Agreement or non-fulfillment of any covenant or agreement of the Company or any Shareholder contained in this Agreement or any certificate or instrument furnished pursuant hereto; provided, however, that for purposes of determining the amount of any Losses incurred or suffered by Acquiror under this subsection 8.01(a) (but not as to whether there is any inaccuracy, misrepresentation or breach of representation and warranty), all such representations and warranties shall be deemed to have been made without any qualification as to materiality or Knowledge.
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Joint Indemnification. SECTION 15.01
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Joint Indemnification. Celldex shall indemnify and hold the Oncothyreon Indemnitees harmless from and against, and Oncothyreon shall indemnify and hold the Celldex Indemnitees harmless from and against, and each Party shall be jointly and severally liable with respect to, any Claims to the extent arising or resulting from personal injury or death arising from the use of the Combination in the Trial if the cause of the personal injury or death is not finally adjudicated as solely resulting from either CDX-1127 or ONT-10.
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Joint Indemnification. Where such damages are the result of the joint or concurrent indemnified acts of GRACE and ChromaDex or their respective Indemnified Parties, the Parties shall share liability to the respective extent of their relative degrees of fault.
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Joint Indemnification. Subject to the provisions of Section 11.03 hereof, the Shareholders shall jointly and severally indemnify, defend and hold harmless Purchaser and its officers, directors, employees, agents and representatives from and against and in respect of any and all losses, damages, expenses, liabilities, claims, settlements, assessments and judgments (including reasonable costs and attorney's fees and other expenses arising out of any claim, or the defense, settlement or investigation thereof, made with respect to any of the foregoing) (collectively, "LOSSES") incurred or suffered by Purchaser, arising out of, based upon or resulting from any inaccuracy, misrepresentation or breach of representation and warranty contained in Article V of this Agreement or non-fulfillment or breach of any covenant or agreement of the Company or any Shareholder contained in this Agreement or any certificate or instrument furnished pursuant hereto; PROVIDED, HOWEVER, that for purposes of this subsection 11.01(a), all such representations and warranties (other than the representations and warranties contained in Sections 5.07, 5.08, 5.12, 5.13, 5.15(c), 5.16, 5.21, 5.22, 5.23, 5.27 and 5.28 hereof) shall be deemed to have been made without any qualification as to materiality or Knowledge; and
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Related to Joint Indemnification

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Third Party Indemnification The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

  • Cross Indemnification Each Lender (an "Indemnifying Party") hereby agrees to indemnify, hold harmless and defend each other and such other Lender's respective officers, directors, employees, attorneys, agents (not including any Participating Institution or the servicer of any XXXX Loan) and each person who controls such other Lender within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively and severally, the "Indemnified Parties"), from and against any and all claims, obligations, penalties, actions, suits, judgments, costs, disbursements, losses, liabilities and/or damages (including, without limitation, reasonable external attorneys' fees and the allocated costs of internal salaried attorneys) of any kind whatsoever which may at any time be imposed on, assessed against or incurred by any such Indemnified Party in any way relating to or arising out of the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender hereunder or the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender to any Participating Institution in connection with the XXXX Program or the Subject Securitization Transaction. The indemnity provided by each Indemnifying Lender hereunder is in addition to any liability which such Lender may otherwise have to the Indemnified Parties, at law, in equity or otherwise, in connection with the Subject Securitization Transaction.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”):

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

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