Claims of Buyer based on an infringement of IPR shall not be admissible, if Buyer itself was responsible for such infringement. Neither shall claims of Buyer be admissible if the infringement of IPR is caused by (i) specifications made by Buyer, (ii) a type of use or process not foreseeable by us, (iii) a machine modification or settings made by Buyer or (iv) a combined use with products not provided by us. Xxxxx shall indemnify, defend, and hold us harmless against all third-party claims based on an infringement of IPR, for which we are not liable in accordance with this Article.
Claims of Buyer. Losses arising from the breach by Seller of any representations or warranties under Article V hereof to the extent, and only to the extent, that (i) such representations or warranties survive Closing under Section 18.01 below, and (ii) Buyer’s claim based thereupon is communicated in writing to Seller prior to the expiration of eighteen (18) months following the Closing Date.
Claims of Buyer. The Shareholders will indemnify and defend Buyer, and hold it harmless, from and against any and all losses, damages, Liabilities, claims, demands, judgments, settlements, costs and expenses of any nature whatsoever (including without limitation any loss, damage, liability, claim, cost and expense of any failure of the 338(h)(10) Election to be valid or effective by reason of a breach of any representations set forth in Section 3.12(e) and reasonable attorneys' fees) (collectively, "LOSS"), resulting from or arising out of any: (i) breach of any representation or warranty or agreement of the Company or the Shareholders contained herein; (ii) breach of the terms of the Non-Competition Agreements; (iii) Liability of the Company, whether or not addressed by a representation or warranty, which was created, incurred or arose from facts, events, conditions or circumstances existing on or before the Closing Date, to the extent that, but only to the extent that, such Liability was not reflected or reserved against on the face of the Preliminary 2004 Balance Sheet as adjusted for Liabilities incurred in the Ordinary Course of Business since December 31, 2004; (iv) any claim for amounts due to Buyer with respect to Transferred Items pursuant to Section 1.2(b); (v) any claim for amounts due to Buyer with respect to uncollected Current Accounts Receivable pursuant to Section 1.2(c)(i); (vi) any claim for amounts due to Buyer for Transaction Costs in accordance with Section 1.2(c)(ii); and (vii) any amounts due to Buyer with respect to the EBITDA Adjustment in accordance with Section 1.2(c)(iii). Except as otherwise provided under Section 10.1(b), no claim for indemnification pursuant to this Section 9.5(a) may be made subsequent to the date 18 months after the Closing Date or in respect of a Loss for which Buyer has otherwise been previously reimbursed by the Shareholders.
