Common use of General Agreement to Indemnify Clause in Contracts

General Agreement to Indemnify. a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.

General Agreement to Indemnify. (a) Subject to Section 8.1, each of Seller and Buyer shall indemnify, defend and hold harmless the other party Party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party Party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) paid, sustained, incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from from, (i) subject to Section 9.2, any breach of or any failure of any representation or warranty of such party Party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and or to be true at and as of the Closing Date, ; or (ii) to the extent not expressly waived by the other Party in writing, the breach by such party Party of any covenant or agreement of such party Party contained in this Agreement to the extent not waived by the other partyAgreement.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived in writing by the other party.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates any Affiliate thereof, and any director, officer, officer or employee or agent of such other party or Affiliates Affiliate thereof (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”"LOSSES") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true in all material respects when made and at and as of the Closing DateDate except as expressly provided otherwise in Section 8.2(a) or 8.3(a), or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party Agere Systems Proprietary of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, any Affiliate thereof and any director, officer, employee employee, attorney or agent of such the other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure inaccuracy of any representation or warranty of such party contained in this Agreement, in any Collateral Agreement (other than as set forth in the Supply Agreement) or in any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Datepursuant hereto or thereto, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement or in the Collateral Agreements to the extent not waived by the other party.

General Agreement to Indemnify. (a) Each of Seller and Buyer shall indemnify, defend and hold harmless the other party Party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party Party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) paid, sustained, incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from from, (i) subject to Section 9.29.1, any breach of or any failure of any representation or warranty of such party Party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and or to be true at and as of the Closing Date, ; or (ii) to the extent not expressly waived by the other Party in writing, the breach by such party Party of any covenant or agreement of such party Party contained in this Agreement to the extent not waived by the other partyAgreement.

General Agreement to Indemnify. (a) Seller and Buyer Each party shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, hereto and any director, officer, employee shareholder, Affiliate or agent any successors or assignees of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, actual losses, and actual damages, actual amounts paid in settlement, actual interest, actual costs and actual expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from from, in whole or in part, (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at in all material respects as of the date hereof and as of the Closing Date, and the Milestone, as applicable, except as expressly provided otherwise herein, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, hereto and any director, officer, employee officer or agent Affiliate of such the other party or Affiliates thereof (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”"LOSSES") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true in all material respects when made and at and as of the Closing DateDate except as expressly provided otherwise in Section 8.2(a) or 8.3(a), or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, officer or employee or agent of such other party or Affiliates thereof (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.29.2 and other than with respect to any breach by Seller of the Channel Warranty, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) (A) any breach by Seller of the Channel Warranty or (B) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.

General Agreement to Indemnify. (a) Seller Each of the Town and Buyer NEWS (each, an "INDEMNIFYING PARTY") shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, Party and any director, officerofficer or affiliate of the other Party (each, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”"LOSSES") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party the Indemnifying Party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and in all material respects as of the Closing Date, date hereof or (ii) the breach by such party the Indemnifying Party of any covenant or agreement of such party Party contained in this Agreement to the extent not waived by the other partyParty.

General Agreement to Indemnify. (a) Each of Seller and Buyer shall indemnify, defend and hold harmless the other party Party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party Party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) paid, sustained, incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from from: (i) subject to Section 9.29.1, any breach of, or any failure of of, any representation or warranty of such party Party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and or to be true at and as of the Closing Date, ; or (ii) to the extent not expressly waived by the other Party in writing, the breach by such party Party of any covenant or agreement of such party Party contained in this Agreement to the extent not waived by the other partyAgreement.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, investigations of Governmental Bodies, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.29.1, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.29.1, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party, or (iii) the fraud or willful misconduct of such party .

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, officer or employee or agent of such other party or Affiliates thereof (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, penalties, fines, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason arising out of, resulting from, or result from relating to: (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement the Indemnifying Party to have been true and correct when made and at and or deemed made as of the Closing Date, or at such different date or period specified for such representation or warranty; or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.