Indemnification by ACN Sample Clauses
The "Indemnification by ACN" clause requires ACN to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions related to the agreement. Typically, this means that if a third party brings a claim against the other party due to ACN's conduct—such as breach of contract, negligence, or infringement of intellectual property—ACN will cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm caused by ACN's actions.
Indemnification by ACN. Subject to the limitations set forth in this Section 8, ACN hereby agrees to indemnify, defend and hold harmless NetRatings and the Surviving Corporation and their respective officers, directors, agents, attorneys and employees, and each person, if any, who controls or may control NetRatings or the Surviving Corporation within the meaning of the Securities Act (hereinafter referred to individually as a "NetRatings Indemnified Person" and collectively as the "NetRatings Indemnified Persons") from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, reasonable legal fees (collectively, "Damages"), arising out of or relating to: (i) any misrepresentation or breach of or default under any of the representations, warranties, covenants and agreements given or made by the Company or ACN in this Agreement, provided, that ACN shall have no obligation under this Section 8.2 or otherwise to indemnify the NetRatings Indemnified Persons for any Damages arising out of or relating to any misrepresentation or inaccuracy in, or any breach of, any representation or warranty set forth in this Agreement if such misrepresentation, inaccuracy or breach arises out of or relates to the taking by ACN (or its affiliates) or the Company of any Transition Matter or the incurrence by ACN (or its affiliates) or the Company of any Transition Costs, in each case, as contemplated by Section 5.16, to the extent (x) such Damages would have been reasonably likely to have been incurred as Transition Costs regardless of whether the representations and warranties of the Company and ACN were true and correct on and as of the date of this Agreement and (y) the actions taken by ACN or an affiliate thereof in connection with the Transition Matters that gave rise to such Transition Costs were performed in a manner that did not constitute willful misconduct or gross negligence by ACN or an affiliate thereof; or (ii) any liability of the Company for Taxes of any other Person that is or was a member of a group the common parent of which is ACN or ACN Holdings, Inc. under Treasury Regulation § 1.1502-6 or any similar provision of state, local or foreign law. The sole recourse of the NetRatings Indemnified Persons against ACN and its affiliates for any Damages for which indemnification is to be provided under clause (i) of this Section 8.2 shall be indemnification under this Section 8, and each Net...
Indemnification by ACN. 45 8.3 Indemnification by NetRatings and Merger Sub ................. 46 8.4
Indemnification by ACN. Subject to the limitations set forth in this Section 7, ACN hereby agrees to indemnify, defend and hold harmless NetRatings and the Surviving Corporation and their respective officers, directors, agents, attorneys and employees, and each person, if any, who controls or may control NetRatings or the Surviving Corporation within the meaning of the Securities Act (hereinafter referred to individually as a "NetRatings Indemnified Person" and collectively as the "NetRatings Indemnified Persons") from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, reasonable legal fees (collectively, "Damages"), arising out of or relating to (i) any misrepresentation or breach of or default under any of the representations, warranties, covenants and agreements given or made by the Company or ACN in this Agreement, or (ii) any liability of the Company for Taxes of any other Person that is or was a member of a group the common parent of which is ACN or ACN Holdings, Inc. under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law. The sole recourse of the NetRatings Indemnified Persons against ACN and its affiliates for any Damages for which indemnification is to be provided under clause (i) of this Section 7.2 shall be indemnification under this Section 7, and each NetRatings Indemnified Person shall act in good faith and in a commercially reasonable manner to mitigate any Damages they may suffer.
Indemnification by ACN. ACN shall indemnify and hold harmless the Buyer, and each of its officers, directors, employees, agents, and affiliates (and the officers, directors, employees and agents of such affiliates) (each, a "Buyer Indemnified Party") if any such Buyer Indemnified Party shall at any time or from time to time suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "Loss") arising out of, relating to or resulting from ACN's or ACN Service Providers' performance of Transition Services under this Agreement, to the extent such Loss results from the gross negligence or willful misconduct of ACN or a ACN Service Provider in performing the Transition Services.