Indemnification for Third Party Claims. To the extent permitted by applicable law, you will defend us and our Affiliates, and our and their respective officers, directors, employees, and agents from and against any and all third party claims, lawsuits, and proceedings that arise or result from (a) your breach of this XXXX, (b) your use, distribution and/or licensing of the Redistributables, if applicable, except to the extent it arises from an IP Claim covered under section 1.10.1 above, or (c) your failure or alleged failure to comply with Applicable Laws or any violation of a third party’s rights in connection with your use of the Product (each a “Third-Party Claim” and collectively “Third-Party Claims”) and you will indemnify for damages finally awarded by a court of competent jurisdiction with respect to any Third-Party Claim.
Indemnification for Third Party Claims. The Company agrees to indemnify and hold harmless Employee to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses, and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses, and disbursements, as and when incurred, of investigating, preparing, or defending any such action, suit, proceeding, or investigation (whether or not in connection with litigation in which Employee is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Employee’s acting for the Company, including, without limitation, any act or omission by Employee in connection with his/her acceptance of or the performance or nonperformance of his/her duties and obligations under this Agreement, provided, however, such indemnification shall not apply to any portion of any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense, or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of Employee. If any action, suit, proceeding, or investigation is commenced, as to which Employee proposes to demand indemnification, he/she shall notify the Company with reasonable promptness. Employee shall have the right to retain counsel of his/her own choice to represent him/her, which counsel shall be reasonably acceptable to the Company, and the Company shall pay the fees, expenses, and disbursements of such counsel, and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against Employee. The Company shall not, without the prior written consent of Employee, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise, or consent includes, as an unconditional term thereof, the giving by the claimant to Employee of an unconditional and irrevocable release from all liability ...
Indemnification for Third Party Claims. The following procedures shall be applicable with respect to indemnification for Damages made or asserted by third parties ("Third Party Claims").
Indemnification for Third Party Claims. 12.2.1 Each Beneficiary (“Indemnitor”) shall indemnify each other Beneficiary (“Indemnitee”) from and against loss, damage, liability, cost, expense, or injury (including reasonable attorneys’ fees and expenses) (individually a “Loss” and collectively, “Losses”) incurred by such Indemnitee, its employees, or Affiliate Entities, resulting from any claim, complaint, proceeding or cause of action brought by a Third Party, including IHI JU (“Third Party Claims”) arising from (i) the material breach of any representation, warranty or covenant made by the Indemnitor hereunder, (ii) gross negligence or wilful misconduct on the part of the Indemnitor in performing its obligations under this Consortium Agreement, or, subject to Clause 12.1 of this Consortium Agreement, (iii) infringement of Third Party Intellectual Property rights by such Indemnitor, its employees, Sub- Contractors, Associated Partners, Affiliated Entities or its agents; provided in each case that: − except in the case of wilful misconduct [OPTIONAL:, gross negligence and breach of confidentiality obligations], the foregoing obligation to indemnify shall not extend to claims for indirect, special or consequential loss or damage, including but not limited to loss of profit, revenue or contracts; and − [OPTIONAL: the total limit of liability of any Indemnitor to any Indemnitee in respect of any one claim or series of connected claims, shall not exceed the higher of (i) [1,000,000] euros; and (ii) twice the financial value (of the Grant or of the in-kind contribution, as the case may be,) corresponding to that Indemnitor’s Action Share; and] − an Indemnitor shall not be obligated to indemnify an Indemnitee for any Losses to the extent such Losses arise as a result of (i) the material breach of any representation, warranty or covenant made by the Indemnitee under this Consortium Agreement or (ii) any gross negligence or wilful misconduct on the part of any Indemnitee.
Indemnification for Third Party Claims. Employer agrees to hold harmless, indemnify, defend, and save Employee from and against all claims, liabilities, causes of action, damages, judgments, attorneys' fees, court costs, and expenses which arise out of Employee's normal course of performance of his duties, or occasioned by Employer.
Indemnification for Third Party Claims. No obligation to indemnify which is set forth in this Article 10 shall apply unless the party claiming indemnification notifies the other party as soon as practicable (within thirty (30) days after the notice, or such shorter period as is required to avoid any prejudice in the claim, suit or proceeding) of any matters in respect of which the indemnity may apply and of which the notifying party has knowledge, and gives the other party the opportunity to control the response to and defense of such claim; provided, however, that the indemnitee shall have the right to participate in any legal proceedings to contest and defend a claim for indemnification involving a Third Party and to be represented by its own attorneys, all at the indemnitee's cost and expense; provided further, however, that no settlement or compromise of an asserted Third Party claim other than one for the payment of money may be made without the prior written consent of the indemnitee.
Indemnification for Third Party Claims. Subject to the limitations of liability set forth herein, each party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other party and their respective equity holders, directors, officers, managers, employees, and agents (the “Indemnitees”) from and against any and all third party claims (other than those covered by the warranties set forth in Section 9 above), resulting in actual losses, damages, suits, fees, judgments, costs, and expenses (collectively referred as “Claims”), including reasonable attorneys’ fees incurred in response to such Claims, that the Indemnitees may suffer or incur arising out of or in connection with: (a) the Indemnifying Party’s negligence, willful misconduct, or violation of any law or regulation; (B) the Indemnifying Party’s handling, possession, use, exposure to or disposal of the products or material produced therefrom and any packaging in the Indemnifying Party’s possession or control, including Claims related to environmental contamination or violation of any environmental law or regulation, (c) any personal injury (including death) or damage to property resulting from the Indemnifying Party’s acts or omissions, except to the extent that any such Claims are caused by the negligence or willful misconduct of the Indemnitee. Exacto shall be deemed to have possession or control of the products, including any packaging, prior to transfer of title to Customer and Customer shall be deemed to have possession or control of the products including any packaging, for all periods of time after title to products, including any packaging, passes to Customer. The parties shall cooperate reasonably with each other and counsel in the compromise or settlement of, or defense against, any such Claim.
Indemnification for Third Party Claims. Employee hereby agrees to indemnify, defend, save, and hold harmless Employer, its shareholders, officers, directions, and other agents (other than Employee) from and against all claims, liabilities, causes of action, damages, judgments, attorneys’ fees, court costs, and expenses which arise out of or are related to the Employee’s performance of this Agreement, failure to perform job functions or duties as required, or result from conduct while engaging in any activity outside the scope of this Agreement, before, during or after the termination of this Agreement. Employee understands that this obligation of indemnification survives the expiration or termination of this Agreement.
Indemnification for Third Party Claims. (a) Notwithstanding any other provision of this Agreement, Manufacturer shall be responsible for, and shall assume the defense of and indemnify and hold Purchaser, its Affiliates and Purchaser Distributors harmless from and against, all Third Party Claims arising out of or related to any Products or Technical Materials related thereto manufactured or supplied by Manufacturer hereunder; provided that the indemnification obligations of Manufacturer under this Section shall not apply to any Third Party Claim caused by any misuse, willful misconduct or negligent act or negligent failure to act on the part of Purchaser or any Purchaser Distributor with respect to the Products including any modification or alteration of the Product other than caused by Manufacturer after delivery to Purchaser and any implantation after the "use before" date marked on the Product's sterile pack.
Indemnification for Third Party Claims. BullWall shall indemnify, defend and hold You harmless from and against any and all indemnifiable losses arising out of, by reason of, in connection with or as a result of a Third Party Claim against You if and to the extent any such indemnifiable loss is attributable to BullWall.
