By Axys Sample Clauses

By Axys. Axys shall indemnify, defend and hold harmless DPII, the Surviving Corporation and their respective Affiliates, officers, directors, employees, agents, successors and assigns (collectively the "DPII Group") from and against any and all costs, losses, Liabilities, damages, lawsuits, deficiencies, claims and expenses not reimbursed by insurance, including without limitation, interest, penalties, costs of mitigation, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, the "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation, made by the Company or Axys to DPI in or pursuant to this Agreement, or in the ancillary agreements delivered in connection with the transactions contemplated in this Agreement, (ii) any failure by Axys or the Company to perform or comply with any covenant or agreement that is required to be performed or complied with by Axys or the Company prior to the Closing, (iii) the operation of the Business (including any act, omission or contract violation) or the ownership of any of the Company Assets and Properties prior to the Closing Date, specifically excluding any trade payables and other Ordinary Course of Business Liabilities and specifically including Liabilities resulting from any Proceeding arising from acts or omissions occurring before the Closing Date, (iv) Proceedings, if any, set forth in the Disclosure Schedule, (v) Akkadix Claims, (vi) the events, circumstances, and conditions described in Section 3.20 of the Disclosure Schedule to the extent they result in actual or alleged violations of Environmental Laws, and (vii) any Environmental Notice, pollution or threat to human health or the environment or any alleged violation of Environmental Law that is related in any way to Axys' or the Company's, or any other owner's or operator's management, use, control, ownership or operation of the Company Assets or Properties or the Business (including, without limitation, all on-site and off-site activities involving Materials of, from or relating to the Business or the Company Assets and Properties), and that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date, whether or not such matters are described in Section 3.20 of the Disclosure Schedule. For the pur...