Indemnification by Syros Sample Clauses

Indemnification by Syros. Syros shall defend, indemnify, and hold GBT and its Affiliates and its and their respective officers, directors, employees and agents (the “GBT Indemnitees”) harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, proceedings, investigations, causes of action or claims of Third Parties (collectively, “Claims”) to the extent arising or resulting from: (a) the conduct of the Research Program by or on behalf of Syros or any other Syros Indemnitees; (b) the negligence or willful misconduct of Syros or any other Syros Indemnitees; (c) the breach by Syros of any covenant, representation, warranty or other agreement made by Syros in this Agreement; or (d) the Development, manufacture or Commercialization of Licensed Compounds or Products by or on behalf of Syros or its licensees or any other Syros Indemnitee after termination of this Agreement; except, in each case (a)-(d), to the extent such Claims result from the breach by GBT of any covenant, representation, warranty or other agreement made by GBT in this Agreement or the negligence or willful misconduct of GBT or any other GBT Indemnitee.
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Indemnification by Syros. Syros shall indemnify Incyte, its Affiliates and its and their respective directors, officers, employees and agents and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims to the extent arising from or occurring as a result of (a) the breach by Syros of this Agreement; (b) the gross negligence or willful misconduct on the part of Syros or its Affiliates or its or their respective directors, officers, employees or agents in connection with this Agreement; or (c) such Third Party Claims alleging the infringement or misappropriation of any intellectual property rights of such Third Party arising from or occurring as a result of Syros’ use of the Syros Platform to perform its activities under the Research Plan, except, in each case ((a) - (c)), for those Losses for which Incyte has an obligation to indemnify Syros pursuant to Section 9.1 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability.
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Indemnification by Syros. SYROS shall defend, indemnify and hold harmless each of QIAGEN, its Affiliates, and each of its and their respective directors, officers, employees and agents, together with the successors and assigns of any of the foregoing (each, a “QIAGEN Indemnitee”) from and against any and all Claims and Liabilities to the extent arising out of or in connection with (i) a SYROS Indemnitee’s negligence or wilful misconduct; (ii) a SYROS Indemnitee’s violation of Applicable Law; (iii) personal injury or death caused by the defective design or manufacture of a SYROS Product, (iv) personal injury or death to a Clinical Trial subject resulting from use or administration of a SYROS Product, (v) the breach of any covenant, representation or warranty of SYROS contained in this Agreement, (vi) the infringement or misappropriation of any Intellectual Property right of a third party caused by a SYROS Biomarker, (vii) the infringement or misappropriation of any Intellectual Property right of a third party as a result of the development, manufacture or Commercialization of any SYROS Product (excluding to the extent resulting from Third Party Biomarker IP for which QIAGEN has assumed responsibility pursuant to a Schedule), and (viii) the infringement or misappropriation of any Third Party Biomarker IP other than that for which QIAGEN has assumed responsibility pursuant to a Schedule; provided, however, that SYROS’s obligations under this Section 17.2 shall be excused to the extent that such Liabilities arise out of a Claim to which a SYROS Indemnitee is entitled to indemnification under Section 17.1.
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Related to Indemnification by Syros

  • 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.