Indemnification of Client. In the event that the Client or Masterworks becomes involved in any capacity in any action, proceeding, investigation, or inquiry in connection with any matter referred to in this Agreement, the Financial Adviser agrees to reimburse the Client or Masterworks for its legal and other expenses (including but not limited to the cost of any investigation and preparation as they are incurred by Client or Masterworks in connection therewith) if, and to the extent that (i) it shall be finally judicially determined by a court of competent jurisdiction that such action, proceeding, investigation, or inquiry arose out of the gross negligence or willful misconduct of Financial Adviser in performing the services, which are the subject of this Agreement; or (ii) such action, proceeding, investigation, or inquiry arose solely out of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws. Financial Adviser also agrees to indemnify Client and hold it harmless from and against any and all losses, claims, damages, liabilities, costs, and expenses of every kind, nature, and description, fixed or contingent (including, without limitation, counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Client may be involved in any capacity) incurred by Client or Masterworks in connection with or as a result of any matter referred to in this Agreement or arising out of any matter contemplated by this Agreement if (i) it shall be finally judicially determined by a court of competent jurisdiction that such losses, claims, damages, or liabilities arose out of the gross negligence or willful misconduct of Financial Adviser; or, (ii) in the event of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws.
Indemnification of Client. (a) In the event that the Client becomes involved in any capacity in any action, proceeding, investigation or inquiry in connection with any matter referred to in this Agreement, each of Financial Adviser agrees to reimburse Client for its legal and other expenses (including but not limited to the cost of any investigation and preparation as they are incurred by Client in connection therewith) if, and to the extent that (i) it shall be finally judicially determined by a court of competent jurisdiction that such action, proceeding, investigation or inquiry arose out of the gross negligence or willful misconduct of Financial Adviser in performing the services, which are the subject of this Agreement; or (ii) such action, proceeding, investigation or inquiry arose solely out of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws.
Indemnification of Client. CBSW will indemnify Client, its Affiliates, and their respective directors, officers, employees and agents, and defend and hold each of them harmless, from and against any and all Losses arising from or occurring as a result of or in connection with (a) any material breach by CBSW of this Agreement (except as precipitated by a breach by Client of this Agreement), or (b) the negligence or willful misconduct on the part of one or more of the CBSW Parties in performing any activity contemplated by this Agreement, except for those Losses for which Client has an obligation to indemnify CBSW and its Affiliates pursuant to Section 17.1, as to which Losses each Party will indemnify the other to the extent of their respective liability for the Losses.
Indemnification of Client. LWI will indemnify CLIENT, its Affiliates, and their respective directors, officers, employees and agents, and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with any and all liability suits, investigations, claims or demands (collectively, “Losses”) to the extent such Losses arise out of or result from any claim, lawsuit or other action or threat by a Third Party arising out of: (a) any material breach by LWI of this Agreement, or (b) the gross negligence or willful misconduct on the part of one or more of the LWI Parties in performing any activity contemplated by this Agreement, except for those Losses for which CLIENT has an obligation to indemnify the LWI Parties pursuant to Section 15.2, as to which Losses each Party will indemnify the other to the extent of their respective liability for the Losses.
Indemnification of Client. Consultant agrees to indemnify and hold Client harmless from and against any liability to the extent arising out of the negligent errors or negligent omissions of Consultant, its agents, employees, or representatives, in the performance of Consultant's duties under this Agreement.
Indemnification of Client. Pedigree agrees to indemnify, defend and hold harmless Client from and against any and all losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from any claim by any third party that the Hardware manufactured by Pedigree, Hosted Applications or Pedigree Marks infringe such third party’s intellectual property rights under the applicable laws of any jurisdiction within the United States of America, provided that, notwithstanding the foregoing, Pedigree will have no obligation to indemnify Client if the alleged infringement arises, in whole or in part, due to modification of the foregoing by Client or upon Client’s request or direction or due to unauthorized use by Client. If any claim for which indemnity is or may be sought is made or appears reasonably possible, Client agrees (i) promptly to notify Pedigree in writing; (ii) to cooperate with Pedigree, and to allow Pedigree sole authority to control the defense and settlement of such claim; and (iii) to permit Pedigree, at Pedigree’s sole discretion, to enable Client to continue to use the Licensed Technology or to obtain licenses for, modify or replace any such infringing material to make it non-infringing, provided that, if Pedigree determines that none of the foregoing alternatives is reasonably available, Client will, upon written request from Pedigree, cease use of, and, if applicable, return, such materials as are the subject of the relevant infringement claim.
Indemnification of Client. Subject to Sections 10.1 and 10.2, Patheon agrees to defend, indemnify and hold the Client, its officers, employees and agents harmless against any and all losses, damages, costs, claims, demands, judgments and liability to, from and in favour of third-parties (other than Affiliates) resulting from, or relating to any claim of personal injury or property damage to the extent that such injury or damage is the result of a failure by Patheon to provide the Manufacturing Services in accordance with the Patheon Manufacturing Responsibilities except to the extent that any such losses, damages, costs, claims, demands, judgments and liability are due to the negligence, wrongful act(s) or breach of this Agreement by the Client, its officers, employees or agents or Affiliates. In the event of a claim, the Client shall: (a) promptly notify Patheon of any such claim; (b) use commercially reasonable efforts to mitigate the effects of such claim; (c) reasonably cooperate with Patheon in the defence of such claim; (d) permit Patheon to control the defence and settlement of such claim, all at Patheon’s cost and expense.
Indemnification of Client. Custodian shall indemnify, defend and hold Client harmless of, from and against any loss, damage, claim, demand or liability, including, without limitation, reasonable costs and attorneys' fees (collectively, "Losses"), incurred by Client to the extent resulting from (i) Custodian's breach of this Agreement, (ii) Custodian's negligence or (iii) Custodian's willful misconduct. Custodian's obligation to indemnify Client hereunder is conditioned upon Custodian's receipt from Client of (a) prompt written notice of the claim or matter in respect of which indemnity is sought; provided, however, that failure or delay in giving such notice shall not relieve Custodian of its obligations hereunder except to the extent Custodian is prejudiced thereby; (b) cooperation of Client, on a best efforts basis, in the defense and settlement of any matter involving a third party claim; and (c) Client's tender to Custodian of the right to control, defend and settle, in Custodian's
Indemnification of Client. Agent agrees to defend, indemnify and hold Client and its officers, directors and employees harmless from any and all Claims arising directly or indirectly from the negligence, bad faith, reckless disregard or willful misfeasance of Agent and its affiliates in the performance of its duties hereunder. Notwithstanding the foregoing, Client shall not be indemnified against any Claim caused by Client's or Client's other service providers' willful misfeasance, bad faith or negligence.
Indemnification of Client. LONZA will indemnify CLIENT, its Affiliates, and their respective directors, officers, employees and agents, and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with any and all liability suits, investigations, claims or demands (collectively, “Losses”) to the extent such Losses arise out of or result from any claim, lawsuit or other action or threat by a Third Party (each, a “Claim”) arising out of: (a) any material breach by LONZA of this Agreement (including without limitation any of its representations or warranties, including the Product Warranties), (b) infringement, by the Background Intellectual Property of LONZA or any of its Affiliates, or of the LONZA New IP, or of any Third Party Intellectual Property or other Intellectual Property provided or introduced by LONZA in any Process or Product, or by LONZA’s or its Affiliate’s use thereof in performance of activities under this Agreement, of the patent rights or other Intellectual Property rights of any Third Party in the manufacture and/or supply of MPC Products hereunder (including without limitation any such Intellectual Property infringed by methods and/or processes used by LONZA or its Affiliates, but excluding patents or other Intellectual Property in and to the composition or use of the MPC Products themselves), or (c) the negligence, willful misconduct or intentional wrongful omission on the part of one or more of the LONZA Parties in performing any activity contemplated by this Agreement, except in each case, with respect to Losses caused in whole or part by one or more of the causes described in clauses (a) through (d) of Section 17.2, below, to the extent such Loss is attributable to such cause(s).
