Indemnification by ▇▇▇▇ Sample Clauses

Indemnification by ▇▇▇▇. Subject to the remainder of this Clause 16 (Indemnities), Dell will: (a) defend You against any claim made by a third party to the extent it alleges that the Service Offering used by You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where You ordered the Service Offering from Dell or its Reseller (in this Clause “Dell Indemnified Claim”); and (b) indemnify You by paying: (i) the resulting costs and damages finally awarded against You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by ▇▇▇▇. In addition, should any Service Offering become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected Service Offering with a non-infringing substitute; or (2) terminate the Service Offering and refund any prepaid fees for the portion of Service Offering that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Your continued use of a Service Offering that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 16.2 (Indemnification by ▇▇▇▇) states Your exclusive remedies for any Dell Indemnified Claim relating to the Service Offering. Nothing in the Agreement or elsewhere will obligate Dell to provide You any greater indemnity.

Indemnification by ▇▇▇▇. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, ▇▇▇▇ shall, and shall cause the other members of the ▇▇▇▇ Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and 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 “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any ▇▇▇▇ Liability; (b) any failure of ▇▇▇▇, any other member of the ▇▇▇▇ Group or any other Person to pay, perform or otherwise promptly discharge any ▇▇▇▇ Liabilities in accordance with their terms, whether prior to, on or after the Separation Time; (c) any breach by ▇▇▇▇ or any other member of the ▇▇▇▇ Group of this Agreement or any of the Ancillary Agreements (other than the License Agreement, which indemnification obligations of the Parties are specified thereunder); (d) except to the extent it relates to a Parent 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 ▇▇▇▇ Group by any member of the Parent Group that survives following the Separation; 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 all information (i) contained in the IPO Registration Statement or any Prospectus (including in any amendments or supplements thereto) (other than information provided by Parent to ▇▇▇▇ specifically for inclusion in the IPO Registration Statement or any Prospectus), (ii) contained in any public filings made by ▇▇▇▇ with the SEC following the date of the IPO, or (iii) provided by ▇▇▇▇ to Parent specifically for inclusion in Parent’s annual or quarterly or current reports following the date of the IPO to the extent (A) such information pertains to (x) a member of the ▇▇▇▇ Group or (y) the ▇▇▇▇ Business or (B) Parent has provided prior written notice to ▇▇▇▇ that such information will be included in one or mo...

Indemnification by ▇▇▇▇. ▇▇▇▇ agrees to indemnify, hold harmless, protect and defend Vendor and its officers, directors, shareholders, employees and agents and Participant from and against any Claims claimed by a third party arising out of any willful or negligent act of ▇▇▇▇ or its agents, employees, contractors or representatives, in connection with the performance of its obligations hereunder other than special and consequential damages (excluding there from Claims arising from the negligence or wanton and willful misconduct of Vendor).

Indemnification by ▇▇▇▇. ▇▇▇▇ agrees to defend AstraZeneca, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (collectively, the “AstraZeneca Indemnitees”), and will indemnify and hold harmless the AstraZeneca Indemnitees, from and against any Losses arising out of Third Party Claims brought against any AstraZeneca Indemnitee and resulting from or occurring as a result of: (a) any activities conducted by an Isis employee, consultant or (sub)contractor in the performance of the Isis Conducted Activities; (b) any breach by Isis of any of its representations, warranties or covenants pursuant to this Agreement, (c) the negligence or willful misconduct of any Isis Indemnitee or any (sub)contractor of Isis in the performance of this Agreement, or (d) the Development, Manufacture or Commercialization of any Discontinued Product by Isis or its Affiliates, Sublicensees, Distributors or contractors; except in any such case to the extent such Losses result from: (i) the negligence or willful misconduct of any AstraZeneca Indemnitee, (ii) any breach by AstraZeneca of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the MSA, or (iii) any breach of Applicable Law by any AstraZeneca Indemnitee.

Indemnification by ▇▇▇▇. Product Distributor shall not be responsible for, and GEID shall indemnify and hold Product Distributor and its affiliates and their officers, directors, employees, agents, and persons, if any, who control it (within the meaning of the 1940 Act) harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses, and liability, arising out of or attributable to: • ▇▇▇▇’s lack of good faith or willful misconduct in carrying out its duties and responsibilities under this Agreement; • the material failure or alleged (by a regulatory agency) material failure of GEID to comply with any applicable law, rule or regulation in connection with the discharge of any obligations under this Agreement; • any material breach or alleged material breach by GEID of any provision of this Agreement, including any material breach or alleged material breach by GEID of any representation made by it in the Agreement; or • any untrue statement or alleged untrue statement of material fact, or any omission or alleged omission to state a material fact, in the Registration statement or in any written sales literature or other marketing materials provided to Product Distributor by ▇▇▇▇, the Company or their affiliates. GEID will not be obligated to indemnify any entity or person pursuant to this Section 6(b) against any liability to which Product Distributor, its officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.

Indemnification by ▇▇▇▇. In the event of any registration of any securities of ▇▇▇▇ under the Securities Act pursuant to Article II or Article III, ▇▇▇▇ will indemnify and hold harmless each selling Holder of any Registrable Securities covered by such Registration Statement, its directors, officers and agents and each other Person, if any, who controls such selling Holder within the meaning of Section 15 of the Securities Act (each such selling Holder and such other Persons, collectively, “Holder Covered Persons”), against any and all out-of-pocket losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Damages”) actually and as incurred by such Holder Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, any Registration Statement, the Prospectus, or in any amendment or supplement thereto, under which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if ▇▇▇▇ shall have filed with the SEC any amendment thereof or supplement thereto), if used prior to the effective date of such Registration Statement, or contained in the Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if ▇▇▇▇ shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that ▇▇▇▇ shall not be liable to any Holder Covered Person in any such case to the extent that any such Damage (or action or proceeding in respect thereof) arises out of or relates to any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or amendment thereof or supplement thereto o...

Indemnification by ▇▇▇▇. Following the Closing, ▇▇▇▇ shall indemnify and hold harmless each of the Fanhua Parties and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (each an “Fanhua Indemnified Party”) for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys’ and consultants’ fees and expenses) (each, a “Loss”) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them), arising out of or resulting from: (a) the failure of any representation or warranty made by Puyi under this Agreement to be true and accurate when made; or (b) the breach or violation of, or failure to perform or fulfill, any covenant or agreement by Puyi contained in this Agreement.

Indemnification by ▇▇▇▇. ▇▇▇▇ hereby agrees to indemnify, defend and hold harmless the County and its respective officers, employees, elected or appointed officials, and their respective successors and assigns (“County Indemnitees”) from any and all loss or damage, claims, demands, liability, fines, penalties, liens, actions, causes of action, and suits (“Damages”) against the County asserted by a third-party by reason of bodily injuries, death, or material damage to tangible property including, without limitation, claims for attorneys’ fees, professional fees, court costs, expenses, and disbursements to the extent directly or indirectly arising out of the (i) negligence, willful or intentional conduct of NEMO or any of its employees, agents, contractors or subcontractors in the construction and operation of the Project; and (ii) NEMO’s failure to comply with any applicable law, rule, regulation or permit; and (iii) NEMO’s construction or work relating to the Road Improvement Plans, installation or maintenance of collection and transmission lines, performance of work during construction, performance of obligations under Sections 4.1 (entitled Post-Construction Designated Road Repair) and 4.7 (entitled Maintenance During Operations) of this Agreement, and use of any easement granted pursuant to this Agreement; and (iv) NEMO’s breach of any of its obligations under this Agreement. This indemnity shall not apply to any Damages to the extent caused by the County’s breach of this Agreement, the County’s failure to comply with any applicable law, rule, regulation, or permit; or the negligence, willful or intentional misconduct of the County Indemnitees.

Indemnification by ▇▇▇▇. If not otherwise provided for in this Agreement, ▇▇▇▇ hereby agrees to indemnify and hold the other Parties harmless from and against any and all losses, damages, liabilities, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such Party(ies) (collectively, “Losses”) resulting from any wilful or grossly negligent breach by ▇▇▇▇ of any of ▇▇▇▇’▇ duties or obligations, representations or warranties set forth in this Agreement. This indemnification provision shall include any reasonable attorney’s fees incurred by the other Parties in connection with enforcing this indemnification.