Indemnifiable Claims. Subject to the limitations set -------------------- forth in any Ancillary Agreement, the Members agree to the following indemnifications and procedures:
Indemnifiable Claims. (a) Except as set forth in Article VII, and subject to the limitations on survivability set forth in Section 10.3 of this Agreement and to the limitations set forth in this Article XI, Seller will and hereby does indemnify and hold Buyer and any Affiliate of Buyer (which, after the Closing, shall include the Company) and their respective Representatives, Affiliates, successors and assigns harmless from and against any and all Liability, claim, loss, cost, damage or expense whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) (“Loss” and/or “Losses”) resulting from or arising out of:
Indemnifiable Claims. (a) Seller shall indemnify and hold Buyer and any Affiliate of Buyer and their respective officers and directors, harmless from and against (x) any and all liability, claim, loss, cost, damage or expense whatsoever (including reasonable attorneys’ fees and expenses but excluding any special, consequential or punitive damages except to the extent awarded against a Claimant pursuant to a claim by a third-party) (collectively, “Damages”) resulting from or arising out of (i) any inaccuracy in or breach of any representation or warranty of Seller contained herein, (ii) any breach of any covenant or obligation of the Company, Seller or Seller Parent contained herein or (iii) any Excluded Liability, and (y) fifty percent (50%) of any Damages resulting from or arising out of the matters set forth in Schedule 9.1(a).
Indemnifiable Claims. Subject to any limitations set forth in any Transaction Document (including section 11.01 above), GE and Emcore, as the case may be, hereby agree to indemnify each other and the Company (without duplication) and their respective Affiliates, and, to the extent actually indemnified by GE, Emcore, the Company or such Affiliate from time to time, their respective directors, officers, employees and agents against, and agree to hold them harmless from, any and all Damages incurred or suffered by any of them arising out of or related in any way to (i) any misrepresentation or breach of any representation or warranty made by GE or Emcore in this Agreement or the LLC Agreement or (ii) the breach or non-performance of any covenant or obligation required by this Agreement or the LLC Agreement to be performed or observed by GE or Emcore; PROVIDED, HOWEVER, that neither GE nor Emcore shall be required to pay the first $250,000 in aggregate amount of any Damages arising under clause (i) of this section 11.02.
Indemnifiable Claims. Each Party shall give the other party prompt notice of any Indemnifiable Claim brought against it coming within the purview of these indemnities. Within five (5) business days after receipt of such notice, the indemnitor shall undertake the defense of each such Indemnifiable Claim with counsel satisfactory to and approved by the indemnitee, which approval shall not be unreasonably withheld. If the indemnitor fails to undertake and sustain the defense of any Indemnifiable Claim in the manner required by this Section 15.3, the indemnitee may engage separate counsel, pay, settle, or otherwise finally resolve such Indemnifiable Claim for the account and at the risk and expense of the indemnitor. Any payment, settlement, or final resolution otherwise by the indemnitee shall release the indemnitor from liability for such Indemnifiable Claim. If the indemnitor undertakes the defense of an Indemnifiable Claim in the manner required by this Section 15.3, the indemnitee may, at its own expense, engage separate counsel and participate in the defense of such claim. In such event, the indemnitee agrees to reasonably cooperate and assist in the defense of such claim.
Indemnifiable Claims. The Company shall indemnify, defend and hold harmless each Covered Person against any claim, loss, damage, liability or expense (including reasonable attorneys’ fees, court costs and costs of investigation and appeal) suffered or incurred by such Covered Person by reason of, arising from or relating to, the operations, business or affairs of, or any action taken or failure to act on behalf of, the Company or their respective affiliates, except to the extent any of the foregoing is (A) determined by final, nonappealable order of a court of competent jurisdiction to have been primarily caused by the willful misconduct, gross negligence, criminal activity, fraud, or bad faith of such Covered Person or (B) suffered or incurred as a result of any claim (other than a claim for indemnification under this Agreement) asserted by the same such Covered Person as plaintiff against the Company.
Indemnifiable Claims. The party to be indemnified hereunder shall (i) promptly notify the indemnifying party in writing of any indemnifiable claim and give such party the opportunity to defend or negotiate a settlement of the claim at the indemnifying party's expense, and (ii) cooperate fully with the indemnifying party, at the indemnifying party's expense, in defending or settling the claim; provided, that no settlement shall be entered into without the indemnifying party's consent. This indemnity shall not apply to any alleged infringement caused by the combination of the Software with other third party software, products or modifications thereof when the alleged infringement is attributable to Software and would not have occurred but for said combination or modifications. To avoid infringement, QuorTech may, at its option, and at no charge to Licensee, obtain a license or right to continue the use of the Software, or modify the Software so it no longer infringes, or substitute an equivalent of the Software.
Indemnifiable Claims. (a) StarBand hereby indemnifies and agrees to protect, defend, and hold harmless each MSN Indemnified Person against any and all Indemnifiable Claims from time to time imposed on (whether during or after the Term), incurred by or asserted against any MSN Indemnified Person arising out of or relating to:
Indemnifiable Claims. 15.1 Each indemnified party (each, an “Indemnitee”) shall give the indemnifying party (“Indemnitor”) prompt notice of each claim for which it seeks indemnification. Failure to timely notify the Indemnitor will not relieve the Indemnitor of any liability it may have to the Indemnitee, except to the extent the Indemnitor’s defense of such action is prejudiced by the Indemnitee’s failure to timely deliver such notice.
Indemnifiable Claims. (a) Regardless of any investigation made at any time by or on behalf of Purchaser or any information Purchaser or any of its representatives or Affiliates may have, each Capstead Company will and hereby does, jointly and severally, indemnify and hold Purchaser and any Affiliate of Purchaser, and their respective officers, directors, employees and agents harmless from and against any and all Liability, claim, loss, cost, damage or expense whatsoever (including, without limitation, costs of investigation and defense and
