Sample Clauses

Indemnification

A clause where one party agrees to protect the other from any losses or damages arising from specific legal liabilities, often linked to third-party claims or breaches of contract.

Drafting Tips

Ensure clarity on what losses are covered, the process for claiming indemnification, and any exclusions. Avoid vague language that could broaden the scope unintentionally.
Sample Clauses
Source Consulting Agreement [ALTAIR ENGINEERING INC.]
(2017-07-25) - DE - Services-Prepackaged Software

Consultant shall indemnify and hold Altair harmless from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from any alleged infringement of intellectual property rights by Consultant, except if the alleged infringement arises from Consultant's compliance with specifications or instructions prescribed by Altair, modifications to the software made by Altair, or use of the software in combination if such alleged infringement would not have occurred except for such combined use.
Source Consulting Agreement [ALTAIR ENGINEERING INC.]
(2017-07-25) - DE - Services-Prepackaged Software

Consultant and Fariello, jointly and severally, shall defend, indemnify, and hold harmless Altair, and its subsidiaries and affiliates, from and against any and all losses, claims, costs, damages, fines, or other liabilities of any kind, including reasonable attorneys' fees, arising out of or related to Consultant's misconduct or negligent acts or omissions in connection with the services to be provided under this Agreement or any Prior Agreement and (b) any Taxes, penalties and interest arising out of their respective activities in accordance with this Agreement and/or any Prior Agreement.
Source Registration Statement [ORIGINAL BARK CO]
(2021-02-01) - Retail-Retail Stores, NEC

Tenant agrees to indemnify and hold Landlord harmless from any liabilities, losses, damages, costs, expenses (including attorneys' fees), causes of action, suits, claims, demands, or judgments arising from any injury or damage on the Demised Premises or adjoining sidewalks, streets, or ways, resulting from Tenant's use, nonuse, condition, or occupation of the Demised Premises. This indemnification does not apply if the injury or damage is caused by the gross negligence or intentional acts of Landlord or its agents, employees, or contractors.
Source Form 10-Q (Quarterly Financial Report) [REALTY REFUND TRUST]
(2018-12-14) - OH - Real Estate Investment Trusts

IHT has agreed to indemnify and hold harmless the Buyer from and against any and all losses suffered, sustained or incurred by any Buyer indemnified party, resulting from, arising in connection with or related to (i) any breach of a representation or warranty made by IHT, (ii) any breach of a seller fundamental representation by IHT, (iii) any breach of any covenant made by IHT in this agreement, certification or writing delivered pursuant to the agreement, (iv) any claims or liabilities under, related to or in connection with any person status as a security holder of the company prior to closing, or (v) any transaction expense or indebtedness not accounted for in the final determination of the purchase price.
Source Registration Statement (Form S-1) [VERITONE, INC.]
(2017-11-15) - DE - Services-Computer Processing & Data Preparation

See the section of this prospectus titled "Certain Relationships and Related Party Transactions-Limitation of Liability and Indemnification."
Source Sublease Agreement [DATADOG, INC.]
(2019-08-23) - DE - Services-Prepackaged Software

Each party shall indemnify, defend, and hold harmless the other party, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of this agreement or any negligent or wrongful act or omission of the indemnifying party or its employees or agents.
Source Lease Agreement [EMBASSY BANCORP, INC.]
(2021-03-12) - PA - State Commercial Banks

Tenant further agrees that it will indemnify Landlord, its successors and assigns, and hold it harmless from and against any and all liabilities, damages, losses, costs and expenses, including reasonable attorney's fees incurred by Landlord, as a result of Hazardous Substances being brought upon, located on or removed from the Property by Tenant or as a result of violation of any of the Environmental Laws by Tenant. Landlord represents that no portion of the Premises has been used to store, release, use, bury or deposit hazardous material during Landlord's ownership of the Premises and that to Landlord's knowledge, there are no underground storage tanks on the Premises.
Source Information Statement [MAX-1 ACQUISITION CORP]
(2017-10-16) - DE - Pharmaceutical Preparations

by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;
Source Executive Employment Agreement [CORMEDIX INC.]
(2021-03-30) - DE - Pharmaceutical Preparations

The Company shall defend and indemnify Executive regard to his capacities with the Company, its affiliates and its benefit plans to the fullest extent permitted under the Delaware General Corporate Law (the "DGCL"). The Company shall also maintain a policy for indemnifying its officers and directors, including but not limited to Executive, for all actions permitted under the DGCL taken in good faith pursuit of their duties for the Company, including, but not limited to, the obtaining of an appropriate level of directors and officers liability insurance coverage and including such provisions in the Company's bylaws or certificate of incorporation, as applicable and customary. Executive shall be designated as a named insured on such directors and officers liability insurance policy. Executive's rights to, and the Company's obligation to provide, indemnification shall survive termination of this Agreement.
Source Registration Statement (Investment Company) [2017 MANDATORY EXCHANGEABLE TRUST]
(2018-02-02) - NY -

The Shareholders will, severally and not jointly, indemnify each Trustee, the Administrator, the Custodian, the Collateral Agent and the Paying Agent against any liabilities or costs (including the reasonable costs of defending against any liability) that it may incur in acting in that capacity, except for willful misfeasance, bad faith, gross negligence or reckless disregard of its duties or where applicable law prohibits that indemnification.
Source Office Lease Agreement [2U, INC.]
(2018-02-27) - DE - Services-Prepackaged Software

Tenant shall indemnify, defend and hold Landlord harmless from and against all Claims incurred by or asserted against Landlord and arising directly or indirectly from Tenant's failure to timely surrender the Premises, including but not limited to (i) any rent payable by or any loss, cost, or damages, including lost profits, claimed by any prospective tenant of the Premises or any portion thereof, and (ii) Landlord's damages as a result of such prospective tenant rescinding or refusing to enter into the prospective lease of the Premises or any portion thereof by reason of such failure to timely surrender the Premises.
Source Registration Statement (Investment Company) [2017 MANDATORY EXCHANGEABLE TRUST]
(2018-02-02) - NY -

under these indemnifications. If the Shareholder does not pay these amounts, the Trust will have to pay them, and this will reduce the amount available to distribute to holders of the Securities.
Source Preferred Share Purchase Agreement [17 EDUCATION & TECHNOLOGY GROUP INC.]
(2020-10-20) - E9 - Services-Educational Services

By holding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.
Source Confidential Separation Agreement and Mutual Release [AAC HOLDINGS, INC.]
(2019-04-15) - NV - Services-Specialty Outpatient Facilities, NEC

To the full extent permitted by law, Employer shall continue to defend, indemnify and hold harmless the Employee pursuant to its current indemnification obligations set forth in its organizational documents and any and all insurance policies providing coverage to employees of Employer for any and all claims, lawsuits, judgments, expenses and /or other losses that have arisen due to his employment with Employer that pertain to any period prior to the Separation Date.
Source Termination Agreement [4FRONT VENTURES CORP.]
(2021-04-07) - Medicinal Chemicals & Botanical Products

Employee agrees to indemnify, defend and hold harmless each and all of the Releasees against any and all Claims based on, arising out of, or in connection with any transfer or assignment, or purported transfer or assignment, of any Claims or any portion thereof or interest therein.
Source Termination Agreement [4FRONT VENTURES CORP.]
(2021-04-07) - Medicinal Chemicals & Botanical Products

(a) Indemnification Obligation. Each Party (as "Indemnifying Party") shall defend, indemnify and hold harmless the other Parties, and its officers, directors, employees, agents, affiliates, permitted successors and assigns (each, an "Indemnified Party"), against any and all Losses, to the extent arising out of or resulting from any claim of a third party or Party alleging: (i) a breach by Indemnifying Party of any representation, warranty, covenant, or other obligations set forth in this Termination Agreement; or (ii) gross negligence or willful misconduct of an Indemnifying Party in connection with the performance of its obligations under this Termination Agreement. (b) Procedure. An Indemnified Party seeking indemnification under this Section 10 shall give the Indemnifying Party: (i) prompt Notice (as defined below) of the relevant claim; provided, however,
Source Office Lease [2U, INC.]
(2017-02-24) - DE - Services-Prepackaged Software

Tenant hereby agrees that it will (and hereby does) indemnify, protect, defend and hold Landlord harmless from and against any claims, liabilities, judgments, costs or expenses (including, without limitation, all costs of litigation and attorney's fees and expenses) arising out of, or related to Tenant's installation and use of the Rooftop Equipment and Facilities and any breach by Tenant of its obligations under this License. This subsection (j) shall survive any termination of the License and/or the Lease as amended hereby.
Source Preferred Share Purchase Agreement [17 EDUCATION & TECHNOLOGY GROUP INC.]
(2020-10-20) - E9 - Services-Educational Services

By holding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.
Source Office Lease [2U, INC.]
(2017-02-24) - DE - Services-Prepackaged Software

Sublandlord hereby guarantees the payment of the Excess Cap Amount to Subtenant and shall indemnify, defend and hold harmless Subtenant, Subtenant's partners, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, and representatives of any kind (the 'Indemnitees') from and against any and all claims, demands, causes of action, judgments, costs, losses, obligations, fines, penalties and damages (including consequential and punitive damages) liabilities (including strict liability), and expenses (including, without limitation, attorneys' fees, court costs, and other related costs) of any kind or nature whatsoever (collectively, 'Losses') that may at any time be incurred by, imposed upon or asserted against such Indemnitees directly or indirectly based on, or arising or resulting from the Lease and this Sublease which exceed the Metroplex Cap.
Source Commercial Lease Agreement [AILERON THERAPEUTICS INC]
(2017-06-02) - DE - Pharmaceutical Preparations

14.2 Indemnification. (a) Except to the extent caused by the negligence or willful misconduct of any of the Landlord Parties, Tenant shall defend, indemnify and save the Landlord Parties harmless from and against any and all Claims asserted by or on behalf of any person, firm, corporation or public authority arising from: (i) Tenant's breach of any covenant or obligation under this Lease
Source Custodian Agreement [ALGER ETF TRUST]
(2021-02-19) - MA -

The Custodian does not recommend the sending of instructions by telefax or telephonic means as provided in Paragraph 2. BY ELECTING TO SEND INSTRUCTIONS BY TELEFAX OR TELEPHONIC MEANS, THE FUND AGREES TO INDEMNIFY THE CUSTODIAN AND ITS PARTNERS, OFFICERS AND EMPLOYEES FOR ALL LOSSES THEREFROM.