Indemnification by Agilent Group Clause Samples

Indemnification by Agilent Group. Subject to the provisions hereof, Agilent will, and Agilent will cause any member of the Agilent Group that transfers any Transferred Asset, Transferred License, Transferred Intellectual Property Rights or Business Technology pursuant to the terms of this Agreement or any Transaction Document (and each of their respective successors and assigns) to, jointly and severally indemnify, defend and hold harmless each member of the Verigy Group, each of their respective past and present Representatives, and each of their respective successors and assigns (collectively, the "Verigy Indemnified Parties") from and against any and all Damages incurred or suffered by the Verigy Indemnified Parties arising or resulting from the following whether such Damages arise or accrue prior to, on or following the Separation Date: (a) The failure of Agilent or any other member of the Agilent Group or any other Person to pay, perform or otherwise properly discharge any of the Excluded Liabilities in accordance with their respective terms; (b) The Excluded Liabilities; (c) Any breach by Agilent or any member of the Agilent Group of this Agreement or any Transaction Document; (d) An action or failure to act by Verigy or any member of the Verigy Group at the written direction of Agilent; and (e) The Agilent Disclosure Portions.