Seller’s Indemnity Notwithstanding any other provision of this Article 9, for the period beginning on the Closing Date and ending on the first anniversary of the Closing Date (the "Seller Indemnity Period") Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during the Seller Indemnity Period to the extent, and only to the extent, directly relating to the mispayment, nonpayment or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership of the affected Assets. From and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, in the case of a claim which requires a shorter time for response, then within such shorter period as specified by Purchaser in such notice (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such claim, Purchaser shall be entitled, at its own expense, to participate in such defense, no compromise or settlement of any claim shall be made without reasonable notice to Purchaser, and without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or denied.
Buyer Indemnity Buyer will, at its expense, indemnify, defend and hold harmless Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Licensor’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2.
Funding Indemnity In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure by the Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or the date on which the Borrower failed to borrow, convert or continue such Eurodollar Loan. A certificate as to any additional amount payable under this Section submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest error.