Common use of General Agreement to Indemnify Clause in Contracts

General Agreement to Indemnify. (a) Each party shall indemnify, defend and hold harmless the other party to this Agreement and each other 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, without limitation, 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, in whole or in part, (i) the failure of any representation or warranty of such party contained in this Agreement to have been true in all material respects when made and as of the date of this Agreement and as of the Closing Date except as expressly provided otherwise in this Agreement or (ii) the material breach by such party of any covenant of such party contained in this Agreement to the extent not waived by the other party.

General Agreement to Indemnify. (a) Each party shall indemnify, defend and hold harmless the other party to this Agreement and each other 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, without limitation, 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, in whole or in part, (i) the failure of any representation or warranty of such party contained in this Agreement to have been true in all material respects when made and as of the date of this Agreement and as of the Closing Date except as expressly provided otherwise in this Agreement or (ii) the material breach by such party of any covenant of such party contained in this Agreement to the extent not waived by the other party.

General Agreement to Indemnify. (a) Each party Seller and Buyer shall indemnify, defend and hold harmless the other party to this Agreement hereto, any Affiliate thereof, and each other Indemnified Party any director, officer or employee of such party or Affiliate thereof from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including, without limitation, 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, in whole or in part, from (i) the failure a breach of any representation or warranty of such party contained in this Agreement to have been true in all material respects when made and as of the date of this Agreement and as of the Closing Date except as expressly provided otherwise in this Agreement Agreement, or (ii) the material a breach by or any failure to perform 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) Each party shall indemnify, defend and hold harmless the other party to this Agreement hereto and any director, officer or Affiliate of the other party (each other an "Indemnified Party 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, without limitation, 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, in whole or in part, from (i) the failure of any representation or warranty of such party contained in this Agreement to have been true in all material respects when made and as of the date of this Agreement and as of the Closing Date except as expressly provided otherwise in this Agreement or (ii) the material breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not expressly waived in writing by the other party.

General Agreement to Indemnify. (a) Each party Seller and Buyer shall indemnify, defend and hold harmless the other party to this Agreement Party and any director, officer or Affiliate of the other Party (each other Indemnified Party 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, without limitation, 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, in whole or in part, from (i) the failure of any representation or warranty of such party Party contained in this Agreement to have been true in all material respects when made and as of the date of this Agreement and as of the Closing Date except as expressly provided otherwise in this Agreement hereof or (ii) the material 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 partyParty.

General Agreement to Indemnify. (a) Each party Seller and Buyer shall indemnify, defend and hold harmless the other party to this Agreement hereto, any Affiliate thereof, and each any director, officer or employee of such other party or Affiliate thereof (each, an “Indemnified Party 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, without limitation, including reasonable attorney’s attorneys’ 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, in whole or in part, from (i) the failure any breach of any representation or warranty of such party contained in this Agreement to have been true in all material respects when made and as of the date of this Agreement and as of the Closing Date except as expressly provided otherwise in this Agreement Agreement, or (ii) the material breach by such party of any covenant or agreement of such party contained in this Agreement or the Technology License Agreement to the extent not waived by the other party.