Indemnification by EMC. Following the Initial Closing, and subject to the limitations expressly set forth in Section 8.5, EMC (or its substitute pursuant to Section 8.9) will indemnify, defend and hold harmless the Purchaser, its Affiliates and its and their respective directors, officers, employees, and agents (collectively, the “Purchaser Indemnitees”) from and against any and all Damages incurred by the Purchaser Indemnitees arising out of or resulting from the following:
(a) any inaccuracy in or breach of any Seller Representation or any representation or warranty of any member of the Seller Group set forth in the Transition Services Agreement or the Existing Customer Reseller Agreement (or any certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto);
(b) any breach of any covenant or agreement of the Sellers set forth in this Agreement, the Transition Services Agreement or the Existing Customer Reseller Agreement; and
(c) any Excluded Liability; and
(d) any Claim made by the Taxing Authority under the provisions of Section 281 of the (Indian) Incometax Act, 1961 (as amended from time to time) against the Business or any of the Acquired Assets which have been transferred to the Purchaser Group on account of the nonpayment of any Taxes or any other sum payable by the Sellers or their Affiliates to the relevant Taxing Authority in India; provided, however, that if prior to the date described in Section 2.2(b)(ii), the Sellers obtain and provide to the Purchaser a tax clearance certificate from the assessing officer under proviso (ii) of Section 281(1) of the (Indian) Incometax Act, 1961 (as amended from time to time) and such certificate is valid as of the date described in Section 2.2(b) (ii), the rights of the Purchaser under this Section 8.1(d) shall cease on the date described in Section 2.2(b) (ii).
Indemnification by EMC. EMC will indemnify and hold harmless Metwood, the Metwood Stockholders, Metwood's directors and officers, and each person, if any, who controls Metwood within the meaning of the Securities Act, from and against any and all losses, claims, damages, expenses, liabilities, or actions to which any of them may become subject under applicable law (including the Securities Act and the Securities Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any application or statement filed with a governmental body or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing by EMC expressly for use therein. The indemnity agreement contained in this Section 6.04 shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of Metwood and shall survive the consummation of the transactions contemplated by this Agreement for a period of six months.
Indemnification by EMC. 4 Section 1.4 Indemnification With Respect to Environmental Actions and Conditions................. 4 Section 1.5 Reductions for Insurance Proceeds and Other Recoveries............................... 5 Section 1.6 Procedures for Defense, Settlement and Indemnification of Third Party Claims......... 6 Section 1.7
Indemnification by EMC. Except as otherwise provided in this Agreement, EMC shall, for itself and as agent for each member of the EMC Group, indemnify, defend (or, where applicable, pay the defense costs for) and hold harm less the McDATA Indemnitees from and against any and all Liabilities that any third party seeks to impose upon the McDATA Indemnitees, or which are imposed upon the McDATA Indemnitees, and that relate to, arise out of or result from any of the following items (without duplication):
(i) the EMC Business or any Liability of the EMC Group other than the McDATA Liabilities; and
(ii) any breach by EMC or any member of the EMC Group of the Transaction Agreements or any of the Ancillary Agreements. In the event that any member of the EMC Group makes a payment to the McDATA Indemnitees hereunder, and any of the McDATA Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, McDATA will promptly repay (or will procure a McDATA Indemnitee to promptly repay) such member of the EMC Group the amount by which the payment made by such member of the EMC Group exceeds the actual cost of the indemnified Liability. This Section 1.3 shall not apply to any Liability indemnified under Section 1.4.
Indemnification by EMC. EMC shall, for itself and as agent for each member of the EMC Group, indemnify, defend and hold harmless the
Indemnification by EMC. EMC shall, for itself and as agent for each member of the EMC Group, indemnify, defend and hold harmless the McDATA Group from and against any and all Distribution Taxes that are primarily attributable to:
(A) any act, failure to act or omission of or by EMC (or any member of the EMC Group) that is inconsistent with any material, information, covenant or representation in (1) any ruling obtained from the IRS with respect to the Distribution or (2) any documents submitted to the IRS in connection with a request for any such ruling;
(B) any act, failure to act or omission of or by EMC (or any member of the EMC Group) after the Distribution Date, including, without limitation, a cessation, transfer to affiliates, or disposition of its active trades or businesses, or an issuance of stock, stock buyback or payment of an extraordinary dividend by EMC (or any member of the EMC Group) following the Distribution;
(C) any acquisition of any stock or assets of EMC (or any member of the EMC Group) by one or more other persons prior to or following the Distribution; or
(D) any issuance of stock by EMC (or any member of the EMC Group), or change in ownership of stock in EMC (or any member of the EMC Group), that causes Section 355(d) or Section 355(e) of the Code to apply to the Distribution.
Indemnification by EMC. EMC hereby agrees to indemnify and hold harmless the Employee from and against any loss, liability, claim or expense arising from Employee's performance of his duties to EMC, or to any direct or indirect subsidiary of EMC under this Agreement to the fullest extent permitted by the Virginia Stock Corporation Act.
Indemnification by EMC. EMC shall indemnify and hold NEI harmless from and against any and all claims, actions, or demands arising with respect to technology or products added by EMC or sold by EMC with the Products.
Indemnification by EMC. Except as otherwise provided in this Agreement, EMC shall, for itself and as agent for each member of the EMC Group, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the VMware Indemnitees from and against, and shall reimburse such VMware Indemnitee with respect to, any and all Losses that any third party seeks to impose upon the VMware Indemnitees, or which are imposed upon the VMware Indemnitees, and that relate to, arise or result from, whether prior to or following the IPO Date, with any of the following items (without duplication):
(a) any Liability of the EMC Group and all Liabilities arising out of the operation or conduct of the EMC Business (in each case excluding the VMware Liabilities);
(b) any breach by EMC or any member of the EMC Group of this Agreement or any of the Inter-Company Agreements; and
(c) any Liabilities relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information (i) contained in the IPO Registration Statement, any issuer free writing prospectus or any preliminary, final or supplemental prospectus forming a part of the IPO Registration Statement provided by EMC specifically for inclusion therein to the extent such information pertains to (x) EMC and the EMC Group or (y) the EMC Business and (ii) provided by EMC to VMware specifically for inclusion in VMware’s annual or quarterly reports following the IPO Date to the extent (A) such information pertains to (x) EMC and the EMC Group or (y) the EMC Business or (B) VMware has provided prior written notice to EMC that such information will be included in one or more annual or quarterly reports, specifying how such information will be presented, and the information is included in such annual or quarterly reports, provided that this sub-clause (B) shall not apply to the extent that any such Liability arises out of or results from, or in connection with, any action or inaction of any member of the VMware Group, including as a result of any misstatement or omission of any information by any member of the VMware Group to EMC. In the event that any member of the EMC Group makes a payment to the VMware Indemnitees hereunder, and any of the VMware Indemnitees subsequently diminishes the Liability on account of which such payment...
Indemnification by EMC. EMC shall indemnify, defend and hold harmless VMware and its directors, officers, agents, employees, successors, and assigns (collectively, the “VMware Indemnitees”), from and against and in respect of any and all Losses to the extent relating to or arising out of any use by EMC and/or any authorized sublicensees of EMC of any of the VMware IP, including but not limited to any contract claim, product liability claim, tort claim or other claim or proceeding brought against VMware by a Third Party claiming relief against VMware by reason of EMC’s use of the VMware IP.
