Indemnification by EMC Clause Samples
The "Indemnification by EMC" clause requires EMC to compensate or protect the other party from losses, damages, or legal claims arising from specific actions or omissions attributable to EMC. Typically, this means that if a third party sues the other party due to EMC's breach of contract, negligence, or infringement of intellectual property rights, EMC will cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that the party harmed by EMC's actions is not financially responsible for issues caused by EMC, thereby promoting fairness and accountability in the contractual relationship.
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) Income-tax 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 non-payment 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) Income-tax 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 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. 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. 19 6.3 Notices...................................................19 6.4
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. 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. 29 Section 8.4 Procedures Relating to Indemnification........................ 29
Indemnification by EMC. EMC and its indirect parent, ELAS, shall indemnify, defend and hold harmless the Advisor and its directors, officers, agents and employees, whether in their capacities as directors, officers, agents or employees of the Advisor or in their capacities as officers of EMC as contemplated by Section 2.4(l) (each an "Advisor Indemnitee" and collectively, the "Advisor Indemnitees") from and against any and all Losses incurred as a result of, pursuant to or in connection with any Claim by any third party arising out of, based upon or resulting from (i) any Investment or proposed Investment where the Advisor is acting on behalf of EMC under this Agreement, (ii) the performance by the Advisor or any of its directors, officers, agents or employees of the Advisor's obligations under this Agreement or (iii) any matter relating to the Partnership or the Venture or the management, operation or business thereof, but only to the extent such Claim does not arise out of, is not based upon or does not result from (a) a breach of any representation, warranty, covenant or agreement of the Advisor contained in this Agreement or (b) any act, omission or failure to act by the Advisor or any of its directors, officers, agents or employees, whether in their capacities as directors, officers, agents or employees of the Advisor or in their capacities as officers of EMC as contemplated by Section 2.4(l) constituting a breach of the standard of conduct set forth in Section 1.3 or bad faith, willful misconduct, gross negligence or reckless disregard of the Advisor's obligations under this Agreement.
Indemnification by EMC. (a) EMC shall indemnify the McDATA Stockholders and hold them harmless from, any Losses suffered or incurred by any such indemnified person for or on account of or arising from or in connection with (i) any breach of any representation or warranty of EMC or Sub contained in this Agreement or the Exchange and Escrow Agreement or (ii) any breach of any covenant or agreement of EMC or Sub contained in this Agreement or the Exchange and Escrow Agreement.
(b) No indemnification for any Loss shall be made by EMC pursuant to Section 8.3(a) until the aggregate amount of all Losses suffered or incurred by the McDATA Stockholders first exceeds $1,000,000 (the "EMC Minimum"), in which event EMC shall be liable for the aggregate amount of such Losses, which amount shall include the EMC Minimum; provided, however, that the indemnification obligation of EMC with respect to such Losses pursuant to Section 8.3(a) shall not exceed an amount equal to the product of aggregate number of Escrow Shares times the Closing Average.