Indemnification by a Party Clause Samples

The "Indemnification by a Party" clause requires one party to compensate the other for losses, damages, or liabilities arising from specific actions or breaches. Typically, this clause applies when one party's negligence, misconduct, or failure to fulfill contractual obligations causes harm to the other party or third parties. For example, if a contractor's actions result in a lawsuit against the client, the contractor may be required to cover the client's legal costs and damages. The core function of this clause is to allocate risk and financial responsibility, ensuring that the party responsible for causing harm bears the associated costs, thereby protecting the other party from unforeseen liabilities.
Indemnification by a Party. (a) Subject to Section 12.4, Enzon hereby agrees to indemnify, defend and hold Santaris, its licensors and their Representatives harmless from and against any Damages resulting from Claims brought by a Third Party against Santaris or its Representatives resulting directly or indirectly from Enzon’s Development or Commercialization of any Product by Enzon, its Affiliates, licensees or sublicensees, including Claims by a Third Party alleging patent infringement with respect to the manufacture, use, sale, offer for sale or importation of a Selected LNA Compound or Product in the Enzon Territory, except to the extent that such Damages are covered by Santaris’s indemnification of Enzon pursuant to Section 12.1 or 12.3. (b) Subject to Section 12.4, Santaris hereby agrees to indemnify, defend and hold Enzon and its Representatives harmless from and against any Damages resulting from Claims brought by a Third Party against Enzon or its Representatives resulting directly or indirectly from Santaris’s Development or Commercialization of any Product by Santaris, its Affiliates, licensees or sublicensees, including Claims by a Third Party alleging patent infringement with respect to the manufacture, use, sale, offer for sale or importation of a Selected LNA Compound or Product in the Santaris Territory or the Development or Commercialization of any LNA Compound or Product, rights to which have reverted from Enzon back to Santaris, except to the extent that such Damages are covered by Enzon’s indemnification of Santaris pursuant to Section 12.1.
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Indemnification by a Party. Subject to Section 7.2, each Party (the "INDEMNIFYING PARTY") shall indemnify, defend and hold harmless the Company, the other Parties, the other Parties Affiliates, and the other Parties and each such Affiliate's employees, officers, directors and agents, and the Company's officers and representatives (collectively the "INDEMNIFIED PERSONS") from and against any and all claims, demands, actions, suits, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees), to the extent caused by, resulting from or arising out of or in connection with any of the following: (a) The breach of, or misrepresentation contained in, any written representation or warranty made by the Indemnifying Party or its Affiliates in this Agreement, in any Ancillary Agreement, in any officer's certificate delivered hereunder, or in any written agreement between a Party and the Company; (b) All liabilities or obligations of the Indemnifying Party, or conditions, existing at the time of contribution or transfer of any property or assets to the Company with respect to property or assets so contributed or transferred by the Indemnifying Party except to the extent specifically assumed by the Company; (c) The breach or default in performance of any covenant or agreement required to be performed by the Indemnifying Party contained in the Agreement or any Ancillary Agreement; or (d) Any claim, action, suit or proceeding or threat thereof, made or instituted as a result of acts or omissions of the Indemnifying Party or its Affiliates unrelated to the business and operations of the Company or outside the scope of the Indemnifying Party's rights or authority conferred by this Agreement.
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Indemnification by a Party. (a) Subject to Section 9.3, Enzon hereby agrees to indemnify, defend and hold NatImmune, its licensors and their Representatives harmless from and against any Damages resulting from Claims brought by a Third Party against NatImmune or its Representatives resulting directly or indirectly from Enzon's Development or Commercialization of any Product by Enzon, its Affiliates or Sublicensees, including claims by a Third Party alleging patent infringement with respect to the manufacture, use, sale, offer for sale or importation of a Compound or Product, except to the extent that such Damages are covered by NatImmune's indemnification of Enzon pursuant to Section 9.1. (b) Subject to Section 9.3, NatImmune hereby agrees to indemnify, defend and hold Enzon and its Representatives harmless from and against any Damages resulting from Claims brought by a Third Party against Enzon or its Representatives resulting directly or indirectly from NatImmune's Development or Commercialization of any Topical Product or any Product, rights to which have reverted from Enzon back to NatImmune after termination of this Agreement, except to the extent that such Damages are covered by Enzon's indemnification of NatImmune pursuant to Section 9.1.
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Indemnification by a Party. (a) Subject to Section 11.3, Pfizer hereby agrees to indemnify, defend and hold Rigel and its Representatives harmless from and against any Damages resulting from Claims brought by a Third Party against Rigel or its Representatives resulting directly or indirectly from Pfizer’s Development or Commercialization of any Product, except to the extent that such Damages are covered by Rigel’s indemnification of Pfizer pursuant to Section 11.1. (b) Subject to Section 11.3, Rigel hereby agrees to indemnify, defend and hold Pfizer and its Representatives harmless from and against any Damages resulting from Claims brought by a Third Party against Pfizer or its Representatives resulting directly or indirectly from Rigel’s Development or Commercialization of any product comprising a compound that has reverted from Pfizer back to Rigel under this Agreement, except to the extent that such Damages are covered by Pfizer’s indemnification of Rigel pursuant to Section 11.1.
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Indemnification by a Party. When one Party agrees to indemnify -------------------------- the other Party pursuant to this Agreement, the indemnifying Party, at its sole cost and expense, agrees to indemnify, keep indemnified, defend, and hold the indemnified Party harmless (including, without implied limitation, its officers, directors, EXECUTION COPY agents, contractors, employees, representatives, attorneys, successors and assigns) from and against any and all obligations, undertakings, contractual responsibilities, income or other tax obligations due pursuant to the Code or applicable state tax laws/regulations, claims, demands, actions, causes of action, legal proceedings, audits, investigations, damages, losses, liabilities, fees (including reasonable and necessary attorney's fees), costs (including costs of court), penalties, interest and expenses (each an "Obligation") in any way or manner whatsoever attributable to any action, conduct, omission, or failure to act by the indemnifying Party, or any employee, agent, attorney, officer, director, independent contractor, licensee, invitee, or any other Person or entity whatsoever acting or allegedly acting for or on behalf of the indemnifying Party, with respect to the matter(s) being indemnified against, including, without limitation, those due to personal injury or death.
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Indemnification by a Party. (a) Subject to Section 9.3, Predictive hereby agrees to indemnify and hold harmless Juneau and its Representatives from and against any Losses to the extent resulting from Claims brought by a Third Party against Juneau or its Representatives resulting directly or indirectly from Predictive’s or its Representatives’ promotion or marketing of Licensed Assay under this Agreement, or allegations of Intellectual Property infringement made with respect to Licensed Assay, in each case except to the extent that such Losses are covered by Juneau’s indemnification of Predictive and its Representatives pursuant to Section 9.1 or 9.2(b) or are based on aspects of the Licensed Assay resulting from Juneau IP. (b) Subject to Section 9.3, Juneau hereby agrees to indemnify and hold harmless Predictive and its Representatives from and against any Losses to the extent resulting from Claims brought by a Third Party against Predictive or its Representatives resulting directly or indirectly from Juneau’s or its Representatives’ development, manufacture, or sale of Licensed Assay under this Agreement, or allegations of defects in material, workmanship or design and/or allegations of Intellectual Property infringement made with respect to Licensed Assay, in each case except to the extent that such Losses are covered by Predictive’s indemnification of Juneau and its Representatives pursuant to Section 9.1 or 9.2(a) or are based on aspects of the Licensed Assay resulting from Predictive IP.
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Related to Indemnification by a Party

  • Indemnification by Us We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

  • Indemnification by Parent Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

  • Indemnification by ▇▇▇▇▇▇▇ Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

  • Indemnification by ▇▇▇▇▇▇▇▇ The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by ▇▇▇▇▇▇ The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.