Indemnification by MPI Clause Samples

The "Indemnification by MPI" clause requires MPI to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions attributable to MPI. Typically, this means that if a third party brings a claim against the other party due to MPI's negligence, misconduct, or breach of contract, MPI will cover the associated costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party responsible for causing harm bears the financial consequences, thereby protecting the other party from unforeseen liabilities.
Indemnification by MPI. MPI shall defend, indemnify, and hold SGI and its Affiliates and SGI’s and its Affiliates’ officers, directors, employees, and agents (collectively, the “SGI Indemnitees”) harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the Commercialization of the Licensed Products by or on behalf of MPI or its Affiliates, or their respective Distributors or sublicensees in the Licensed Territory; (b) any MPI Independent Activities, (c) a breach of any of MPI’s representations, warranties, or obligations under the Agreement; (d) the willful misconduct or negligent acts of MPI or its Affiliates, or the officers, directors, employees, or agents of MPI or its Affiliates under this Agreement; or (e) the development, manufacture, use or commercialization of any [***] by or on behalf of MPI or its Affiliates, or their respective Distributors or licensees (except as otherwise provided in any written agreement between the Parties). The foregoing indemnity obligation shall not apply to the extent that the SGI Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and MPI’s defense of the relevant Claims is prejudiced by such failure, or to the extent that any Claim arises from, is based on, or results from (i) a breach of any of SGI’s representations, warranties, or obligations under the Agreement; or (ii) the willful misconduct or negligent acts of SGI or its Affiliates, or the officers, directors, employees, or agents of SGI or its Affiliates.
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Indemnification by MPI. MPI agrees to defend MPMx, at MPI's cost and expense, and will indemnify and hold MPMx and its directors, officers, employees and agents (the "MPMx Indemnified Parties") harmless from and against, any losses, costs, damages, fees or expenses arising out of any claim relating to personal injury from the exploitation by MPI or an MPI Subsidiary or their licensees of the MPMx Retained Rights or other rights transferred by MPMx to MPI or an MPI Subsidiary pursuant to Section 2, including the development, manufacture, use, sale or other disposition of products or services resulting therefrom. In the event of any such claim against the MPMx Indemnified Parties by any party, MPMx shall promptly notify MPI in writing of the claim and MPI shall manage and control, at its sole expense, the defense of the claim and its settlement. The MPMx Indemnified Parties shall cooperate with MPI and may, at their option and expense, be represented in any such action or proceeding. MPI shall not be liable for any litigation costs or expenses incurred by the MPMx Indemnified Parties or for any costs or expenses of settlements made by any MPMx Indemnified Parties without MPI's prior written authorization. In addition, MPI shall not be responsible for the indemnification of any MPMx Indemnified Party arising from any negligent or intentional acts by such party.
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Indemnification by MPI. Except as otherwise provided in this Agreement or any Ancillary Agreement, following the Distribution Date, MPI shall indemnify, defend and hold harmless Myriad and its Affiliates and Group, including each of their respective directors and officers, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Myriad Indemnitees”), from and against any and all Liabilities and related losses of the Myriad Indemnitees relating to, arising out of or resulting from any of the following: (a) The failure of MPI, and its Affiliates and Group or any other Person to pay, perform or otherwise promptly discharge after the Distribution Date any MPI Liabilities in accordance with their respective terms; (b) The MPI Liabilities; (c) Any untrue statement, alleged untrue statement, omission or alleged omission of a material fact in the Form 10, resulting in a misleading statement, with respect to all information contained in the Form 10; and (d) Any breach by MPI of this Agreement or any of the Ancillary Agreements.
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Indemnification by MPI. MPI shall indemnify, defend and hold harmless Medtronic and each of its subsidiaries, officers, directors, shareholder, employees, agents and affiliates (collectively, all such indemnitees are referred to in this Section as "Medtronic") against and in respect of any and all claims, demands, losses, obligations, liabilities, damages, deficiencies, actions, settlements, judgments, costs and expenses which Medtronic may incur or suffer or with which it may be faced (including reasonable costs and legal fees incident thereto or in seeking indemnification therefor), (referred to as "Costs") arising out of or based upon the breach by MPI of any of its representations, warranties, covenants or agreements contained or incorporated in this Agreement or any agreement, certificate or document executed and delivered to Medtronic by MPI in connection with the transactions hereunder. An amount for which Medtronic is entitled to indemnification pursuant hereto is referred to as an "Indemnified Amount."
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Indemnification by MPI. Subject to Section 10.3, MPI hereby agrees to indemnify, defend and hold BVI, its Affiliates, and BVI’s and its Affiliates’ officers, directors, employees, contractors, agents, and other representatives (collectively, “BVI Indemnitees”) harmless from and against any Losses resulting from Claims brought against any BVI Indemnitee(s) resulting from MPI’s, its Affiliates’, Sublicensees’ or any MPI Representative’s (i) negligence or willful misconduct, (ii) breach of Section 7 or 9.2 of this Agreement, or (iii) failure to comply with Applicable Laws, except to the extent such Losses result from any BVI Indemnitee’s (A) negligence or willful misconduct, (B) breach of this Agreement, or (C) failure to comply with any Applicable Laws.
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Indemnification by MPI. MPI shall defend, indemnify and hold harmless Caliper, its Affiliates and sublicensees, and all their officers, directors, employees and agents (collectively, the "Caliper Indemnitees") from any Losses (as defined in Section 7.1) incurred by [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any Caliper Indemnitee in connection with any claim, demand, law suit or other legal action by any third party against any Caliper Indemnitee that arises from or occurs as a result of (a) any breach of this Agreement by MPI or its Affiliates or any act, whether of omission or commission, by MPI or its Affiliates with respect to their activities under this Agreement, or (b) the use by Caliper of any MPI Materials in sTAP Products as directed by MPI pursuant to Sections 2.4.2 or 2.4.4, except for those Losses for which Caliper has an obligation to indemnify MPI Indemnitees pursuant to Section 7.1, as to which Losses each party shall indemnify the other to the extent of their respective liability for the Losses; provided, however, that no such indemnification shall apply to the extent that such Losses arise from or occur as a result of (i) the gross negligence or intentional misconduct of Caliper or its Affiliates, (ii) Caliper's use of MPI Materials in violation of this Agreement or in violation of any reasonable restrictions on use imposed by MPI in accordance with Section 6.2 above, (ii) Caliper's combination of MPI Materials with Caliper Technology or other technology, or (iii) Caliper's unauthorized modification, transfer or use of MPI Materials.
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Indemnification by MPI. MPI agrees to defend MBI, at MPI's cost and expense, and will indemnify and hold MBI and its directors, officers, employees and agents (the "MBI Indemnified Parties") harmless from and against, any losses, costs, damages, fees or expenses arising out of any claim relating to personal injury from the exploitation by MPI or its licensees of the MBI Retained Rights or other rights transferred by MBI to MPI pursuant to Section 2, including the development, manufacture, use, sale or other disposition of products or services resulting therefrom. In the event of any such claim against the MBI Indemnified Parties by any party, MBI shall promptly notify MPI in writing of the claim and MPI shall
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Related to Indemnification by MPI

  • Indemnification by ▇▇▇▇▇ ▇▇▇▇▇ agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by ▇▇▇▇▇ to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that ▇▇▇▇▇ has not furnished any information to the Fund for inclusion in the Prospectus.

  • 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.

  • 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 Custodian shall indemnify and hold harmless the Trust from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees.