Indemnification by RTI Clause Samples

The "Indemnification by RTI" clause requires RTI 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 RTI's actions, negligence, or breach of contract, RTI will cover the associated costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party harmed by RTI's conduct is not left financially responsible for issues caused by RTI, thereby promoting fairness and accountability in the contractual relationship.
Indemnification by RTI. RTI shall indemnify and hold harmless the Purchaser from and against any and all loss, cost or expense, including any losses, liabilities, penalties, fines, forfeitures, fees (including reasonable attorneys’ fees) and related costs, judgments, and any other costs, including any costs of enforcement, incurred or suffered as a result of, or related to, (i) any breach by the Seller of any of its representations, warranties or covenants in this Agreement (other than Sections 3, 6(c), 6(e) and 9 hereof and any other provisions hereof requiring the payment of any amount by the Seller) or (ii) the invalidity or otherwise unenforceability of the guaranty provided for under, or any other provisions of, Section 20, including the waiver of any defenses provided for pursuant to Section 20, or for any limitations on the recovery or timing of amounts in connection with the attempted enforcement of the guaranty.
View SourceView Similar (23)
Indemnification by RTI. RTI agrees to indemnify and hold harmless ---------------------- Abbott, each of ▇▇▇▇▇▇'▇ directors, officers and U.S. wholly- owned subsidiaries, and each person, if any, who controls Abbott within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages, or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any untrue statements of a material fact contained in (or upon the omission of a material fact from) a Registration Statement delivered or circulated by Abbott in connection with a sale of RTI securities by Abbott, or arise out of any failure by RTI to fulfill any undertaking included in the Registration Statement, and RTI will, as incurred reimburse Abbott and such persons for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding, or claim; provided, however, that RTI shall not be liable in any such case to the extent that such loss, claim, damage, or liability arises out of, or is based upon: (a) an untrue statement made in (or upon the omission of a material fact from) such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of RTI to comply with the covenants or agreements contained in Section 2.5 hereof, or RTI - Reg. Rights Agmt May 2, 2000 -8- (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott.
View SourceView Similar (8)
Indemnification by RTI. Subject to MSD’s indemnification obligations pursuant to Section 8.1 herein, RTI shall indemnify and hold MSD, its officers directors, employees, agents, and affiliates harmless from any and all losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys fees and court costs, that may result from any demand, claim or litigation brought by a third party and relating to, resulting from or arising out of (i) the failure of any Specialty Allografts or Bone Paste to comply with the Specialty Allograft Specifications or the Bone Paste Specifications, as the case may be, (ii) a breach by RTI of this Agreement or any warranty, representation or covenant contained herein, (iii) the failure of the packaging related to Specialty Allografts or Bone Paste to comply with the Specialty Allograft Packaging Specifications or the Bone Paste Packaging Specifications, as the case may be, or any other claim, demand or litigation relating to or resulting from Specialty Allografts or Bone Paste, or (iv) any product liability claim for Specialty Allografts or Bone Paste.
View SourceView Similar (4)
Indemnification by RTI. RTI shall indemnify, defend and hold harmless the Company from and against any and all Liabilities that arise from any claim, lawsuit or other action arising out of or resulting from the breach by RTI of any of its representations, warranties, agreements or covenants contained in this Agreement. The Company shall notify RTI immediately of any such claims and Liabilities, shall permit RTI to have exclusive control of the defense and/or settlement of such claims, including without limitation the selection of defense counsel, and shall cooperate with RTI in the defense and/or settlement of such claim.
View Source
Indemnification by RTI. RTI will defend, indemnify and hold harmless Intuit, its Affiliates, and its and their officers, directors, employees, and Resellers from and against any and all loss, damage, liabilities, settlement, costs and expenses (including reasonable legal fees) as incurred, to the extent resulting from any third party claims arising from (i) any agreement between RTI and any third party pertaining to the Retail Pro Software, the Enterprise Edition, or the Tools and Other Software; or (ii) allegations that any Modification created by or for RTI or an Affiliate of RTI, infringes upon, misappropriates or violates any Intellectual Property Rights or other proprietary rights of any third party; or (iii) RTI's, its Affiliate's, a Reseller of RTI, or its or their sublicensees' exercise of any of the rights granted by this Agreement. Intuit will provide RTI with prompt written notice of any such claim and permit RTI to control the defense, settlement, adjustment or compromise of any such claim. Intuit counsel may, at Intuit's expense, participate in the defense of any such claim; provided, however, that if such counsel is necessary because of a conflict of interest of either RTI or its counsel or because RTI does not assume control, RTI will bear the expense of such Intuit counsel. Settlement of any claim described in this Section 7.1 shall be subject to Intuit's prior consent, which will not be unreasonably withheld. It will be reasonable for Intuit to withhold consent if (i) the settlement requires Intuit to pay any amounts not actually indemnified by RTI hereunder; (ii) the settlement restricts Intuit's ability to utilize, in any manner, the Retail Pro Software, the Enterprise Edition, the Private Label Software, or any Modifications.
View Source
Indemnification by RTI. 16 SECTION 3.2. Indemnification by MFCI........................ 16 SECTION 3.3. Indemnification by MHCI........................ 16 SECTION 3.4.
View Source
Indemnification by RTI. Except as otherwise specifically set ---------------------- forth in any provision of this Agreement or of any Ancillary Agreement, RTI shall indemnify, defend and hold harmless the MFCI Indemnitees and the MHCI Indemnitees from and against any and all Indemnifiable Losses of the MFCI Indemnitees and the MHCI Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (i) the RTI Liabilities or (ii) the breach by RTI of any provision of this Agreement or any Ancillary Agreement.
View Source
Indemnification by RTI. (a) Scope. RTI shall indemnify and hold harmless ▇▇▇▇▇▇ and its Affiliates and Marketing Partners and their respective shareholders, directors, officers, employees and agents from and against any and all liabilities, damages, losses, penalties, fines, costs and expenses, including reasonable attorneys’ fees and litigation costs, paid or incurred by them in connection with any Claim based upon or arising from: (i) any bodily injury, death or property damage resulting from any defect in the design, material, Manufacture, fabrication, workmanship, labeling (including Label warnings) and Package Inserts / IFU of the Implants or from the failure of such Implant to conform to the applicable Specifications therefor (a “Professional Liability Claim”); (ii) any infringement or violation of a Third-Party’s Intellectual Property as a result of the use, Manufacture or Distribution of the Implants (except to the extent that any such alleged infringement or violation is attributed to ▇▇▇▇▇▇ marks; (iii) any facts or circumstances that would constitute a breach by RTI of any of its representations, warranties or obligations under this Agreement; (iv) any violation by RTI of Applicable Laws or (v) any negligent or more culpable act (including misstatements) or omission of RTI or its Affiliates or subcontractors or any of their respective employees or agents relating to the activities subject to this Agreement.
View Source
Indemnification by RTI 
View Source

Related to Indemnification by RTI

  • 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.