Indemnification by Myriad Clause Samples

The "Indemnification by Myriad" clause requires Myriad to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means that if a third party brings a claim against the other party due to Myriad's actions, negligence, or breach of contract, Myriad will cover the associated costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm resulting from Myriad's conduct.
Indemnification by Myriad. Myriad hereby agrees to save, defend and hold Maxim and its Affiliates and their respective directors, officers, employees and agents (each, a “Maxim Indemnitee”) harmless from and against any and all Losses to which any Maxim Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (i) the practice by Myriad of any license granted hereunder, (ii) the manufacture, use, handling, storage, sale or other disposition of any Product by Myriad, its Affiliates or any of their respective Sublicensees, or (iii) the breach by Myriad of any warranty, representation, covenant or agreement made by Myriad in this Agreement; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Maxim Indemnitee or the breach by Maxim of any warranty, representation, covenant or agreement made by Maxim in this Agreement.
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Indemnification by Myriad. Except as otherwise provided in this Agreement or any Ancillary Agreement, following the Distribution Date, Myriad shall indemnify, defend and hold harmless MPI, 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 “MPI Indemnitees”), from and against any and all Liabilities and related losses of the MPI Indemnitees relating to, arising out of or resulting from any of the following items: (a) The failure of Myriad, its Affiliates and Group to pay, perform or otherwise promptly discharge after the Distribution Date any Myriad Liabilities; (b) The Myriad Liabilities; and
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Indemnification by Myriad. Myriad shall indemnify, defend and hold ------------------------- harmless NADII and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a "NADII Indemnified Party") from and against any and all Liability which the NADII Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Myriad of any covenant, representation or warranty contained in this Agreement, and (ii) any negligent act or omission or willful misconduct of Myriad (or any Affiliate thereof) in conducting the Project, or in (or any strict liability claim based on) the promotion, marketing and sale of any product or any other activity conducted by NADII or its successors under this Agreement which is the proximate cause of injury, death or property damage to a third party, and (iii) the successful enforcement by a NADII Indemnified Party of its rights under this paragraph 5.2.
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Indemnification by Myriad. Myriad shall indemnify, defend and hold ------------------------- harmless Schering and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a "Schering Indemnified Party") from and against any Liability which the Schering Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Myriad of any covenant, representation or warranty contained in this Agreement; or (ii) the successful enforcement by a Schering Indemnified Party of its rights under this Section 8.2.
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Indemnification by Myriad. Subject to the limitations provided in Article 5.7 as applicable, Myriad will indemnify and hold Lundbeck and its Affiliates, and their employees, officers, directors and agents (each a “Lundbeck Indemnitee”) harmless against any Loss, asserted against or suffered by a Lundbeck Indemnitee in connection with a claim asserted by a Third Party against a Lundbeck Indemnitee to the extent such Loss is based on or arises out of: 13.2.1 the research, Development, manufacture, packaging, use, commercialisation, sale, storage or handling of the Compound or a Product, by Myriad or its Affiliates or its or their representatives, agents, Sublicensees or subcontractors (in each case, excluding any Lundbeck Indemnitee), or any actual or alleged violation of law resulting therefrom (with the exception of Losses based on infringement or misappropriation of Intellectual Property rights); 13.2.2 the breach by Myriad of any of its material obligations, covenants, representations or warranties set forth in this Agreement; 13.2.3 acts or omissions of any of Myriad’s Affiliates, or its or their representatives, agents, Sublicensees or subcontractors that constitute material breach of any provisions of this Agreement; 13.2.4 the negligence or intentional misconduct of Myriad or its Affiliates, or its or their representatives, agents, Sublicensees or subcontractors (in each case, excluding any Lundbeck Indemnitee) relating to the matters that are the subject of this Agreement; or 13.2.5 any matter set forth on the Myriad Disclosure Schedules; 13.2.6 provided however, that the foregoing indemnification under Article 13.2 shall not apply to any Loss to the extent such Loss is caused by the breach by a Lundbeck Indemnitee of any material obligation, covenant, representation or warranty set forth in this Agreement, or the negligent or intentional misconduct of a Lundbeck Indemnitee.
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Indemnification by Myriad. Myriad agrees to indemnify, hold harmless and defend Aesica, its trustees, officers, employees, and agents from and against any and all claims, suits, losses, damages, costs, fees, expenses (including attorneys’ fees), and other liabilities asserted by third parties (the “Liabilities”), both government and non-government, resulting from or arising out of: i) Myriad’s breach of any term or condition of this Agreement, ii) the breach of any representation or warranty set forth in Clause 11.1 of this Agreement, or iii) Myriad’s negligence or wilful misconduct. Notwithstanding the forgoing, Myriad shall not be liable to Aesica to the extent the Liabilities result from Aesica’s negligence or wilful misconduct.
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Related to Indemnification by Myriad

  • 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 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 ▇▇▇▇▇▇▇▇ 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.