Xxxxxx Indemnification. Xxxxxx shall indemnify, defend and hold harmless Celator and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (collectively the “Indemnified Celator Parties”) from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits, losses, damages, costs and expenses (including, without limitation, reasonable attorney’s fees) arising out of or in connection with property damage or personal injury (including without limitation death) of third parties (collectively, the “Claims”) resulting solely from Xxxxxx’x negligence or willful misconduct ****************.
Xxxxxx Indemnification. Xxxxxx hereby agrees to save, defend, indemnify and hold harmless Client and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (each, a “Client Indemnitee”) from and against any and all Losses to which any Company Indemnitee may become subject as a result of any Claim to the extent arising or resulting from (a) defects in Client Product caused by Althea’s negligence or willful misconduct or material breach of this Agreement, (b) Althea’s storage, disposal, labeling, use, sale, marketing, forward processing, or distribution of Xxxxxx Supplied Components, (c) an Xxxxxx Indemnitee’s negligence or willful misconduct or (d) Althea’s employees or contractors, including with limitation any personal injury/xxxxxxx’x compensation, employment- or benefit-related claims, except to the extent any such Loss(es) are caused by the gross negligence or willful misconduct of the Client or within any matters indemnified by Client in Section 13.1.
Xxxxxx Indemnification. Sivla shall protect, defend, indemnify and hold harmless Client, and its officers, directors, employees, successors and assigns from and against any losses, damages (including, without limitation, consequential damages and penalties) and expenses (including, without limitation, reasonable counsel fees, costs and expenses incurred in Investigating and defending against the assertion of such liabilities) which may be sustained, suffered or incurred by Client and its officers, directors, employees, successors and assigns which are related to any breach by Sivla of its representations and warranties, or of its covenants, in this Agreement.
Xxxxxx Indemnification. Xxxxxx shall indemnify, defend and hold harmless Client and its Affiliates and any of their respective directors, officers, governors, members, employees, subcontractors and agents from and against any and all Losses and Claims in connection with pending or threatened litigation or other proceedings, [* * *] Xxxxxx’x negligence or willful misconduct. Xxxxxx’x liability under this Section 14.2 shall be subject to the Xxxxxx Monetary Cap, except to the extent the Loss or Claim results from Xxxxxx’x gross negligence or willful misconduct; in which case, Xxxxxx’x indemnity obligations shall not be subject to the Xxxxxx Monetary Cap.
Xxxxxx Indemnification. Xxxxxx shall indemnify, defend and hold BGM and its Affiliates and their officers, directors, employees, and representatives (collectively, “BGM Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. Indemnitees”) harmless from and against any and all Losses, to the extent that such Losses arise out, relate to or are in connection with Claims resulting from: (a) the material breach of Xxxxxx’x warranties, representations or covenants set forth in this Agreement; (b) gross negligence or willful misconduct on the part of Xxxxxx, including its employees, agents or representatives, or (c) the use, sale or import by Xxxxxx or any of its Affiliates, distributors or agents, of any Product or the use of any Product by or in the diagnosis or treatment of any Third Party.
Xxxxxx Indemnification. Under no circumstance shall EKSO be liable to Xxxxxx for, and Xxxxxx shall indemnify EKSO with respect to any out-of-pocket cost or damages suffered by EKSO with respect to the presence, release, spill, discharge or emission of Hazardous Materials on or about the Property, or the soil, air, improvements, groundwater or surface water thereof, except to the extent due to the presence, release, spill, discharge, exacerbation, disturbance or emission of Hazardous Materials by EKSO or its agents, invitees or employees. SECTION 13. EMINENT DOMAIN If all or any substantial part of the Building or common areas will be acquired by the exercise of eminent domain, Xxxxxx may terminate this Agreement by giving sixty (60) days’ written notice to EKSO within fifteen (15) days after possession thereof is so taken. If all or any part of the Premises will be acquired by the exercise of eminent domain so that the Premises will become unusable by EKSO for the permitted use, EKSO may terminate this Agreement by giving written notice to Xxxxxx as of the date possession thereof is so taken. All damages awarded will belong to Xxxxxx; provided, however, that EKSO may claim dislocation damages if such amount is not subtracted from Xxxxxx’x award. SECTION 14. ACCESS; ENTRY AND INSPECTION 14.1 Access. EKSO will have access to the Premises twenty-four (24) hours per day, three hundred sixty-five (365) days per year. 14.2
Xxxxxx Indemnification. Subject to and except to the extent of any indemnification from Client pursuant to Section 13.1 above, Xxxxxx hereby agrees to defend, indemnify and hold harmless Client and its Affiliates and their respective directors, officers, employees, subcontractors and agents XXXXXX & ALDER CONFIDENTIAL 21 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (each, a “Client Indemnitee”) from and against any and all Claims against a Client Indemnitee and Losses with respect thereto, to the extent arising or resulting from the negligence or willful misconduct of any of the Xxxxxx Indemnitees, or from the Althea’s material breach of this Agreement, any PWA, or the Quality Agreement.
Xxxxxx Indemnification. Xxxxxx hereby agrees to save, defend, indemnify and hold harmless Client and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (each, a “Client Indemnitee”) from and against any and all Losses to which any Client Indemnitee may become subject as a result of any Claim against a Client Indemnitee arising or resulting, directly or indirectly, from (i) Althea’s negligence or willful misconduct or (ii) Althea’s material breach of any representation, warranty, obligation or covenants under this Agreement, except to the extent any such Loss or Claim arises in whole or in part from any of the matters (a) through (c) indemnified by Client above.
Xxxxxx Indemnification. Passio will at its sole expense defend Customer and its officers, directors, employees, agents, successors and permitted assigns against any claim, suit, action or proceeding brought by a third party alleging that Customer’s receipt or use of the Hosted Services in accordance with this Agreement infringes any intellectual property right or misappropriates any trade secret of that third party (each, a “Claim Against Customer”), and will pay all settlements entered into and damages awarded against Customer by the court adjudicating a Claim Against Customer; provided, however, that Passio will have no obligations under this section with respect to claims to the extent arising out of: (a) any instruction, information, designs, specifications or other materials provided by Customer to Passio; (b) use of the Hosted Services in combination with any materials or equipment not supplied to Customer by Passio; (c) any modifications or changes made to the Hosted Services by or on behalf of any person or entity other than Passio; (d) Customer’s Confidential Information; or (e) Customer’s breach of this Agreement, the Documentation, or the applicable Order(s). If a Hosted Service, or any part thereof, becomes, or in the opinion of Passio may become, the subject of a claim of infringement or misappropriation, Passio may, at its option: (x) obtain a license for Customer’s continued use of that Hosted Service in accordance with this Agreement; (y) replace or modify the Hosted Services so that they are no longer claimed to infringe or misappropriate; or (z) terminate this Agreement and refund to Customer a pro rata portion of the fees prepaid by Customer for the infringing Hosted Service covering the unused portion remaining in the then current term. THIS SECTION SETS OUT CUSTOMER’S EXCLUSIVE REMEDY AND PASSIO’S SOLE OBLIGATION IN RESPECT OF ANY INTELLECTUAL PROPERTY RELATED CLAIMS BY THIRD PARTIES.
Xxxxxx Indemnification. Lessor shall indemnify, defend, reimburse and hold Lessee, its shareholders, officers, directors, employees and lenders, and each of their respective successors and assigns, harmless from and against any and all environmental damages, including the cost of remediation or abatement which arises as a result of any Hazardous Substance placed, deposited, spilled, or released by Lessor, through its gross negligence or intentional misconduct, on the Premises, before or after the Commencement Date. Lessor’s obligations under this Section 15.7(E) shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.
