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:
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:
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 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. 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):
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 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.
