INDEMNIFICATION BY SPSS Clause Samples
INDEMNIFICATION BY SPSS. SPSS shall defend and hold Hyperion harmless from (a) any claim by a third party that the SPSS AS/400 Port infringes any patent, trade secret or copyright of that third party or (b) on any action brought against Hyperion to the extent that it is based ona claim based on misrepresentations made by SPSS about the performance or operation of the Software that differ from those found in Hyperion's Documentation and marketing material, provided that: (i) SPSS is promptly notified in writing of the claim; (ii) SPSS has sole control of the defense and any negotiations for its settlement; and (iii) Hyperion provides SPSS, at SPSS's expense, with all reasonable assistance, information, and authority necessary to perform the above.
INDEMNIFICATION BY SPSS. From and after the Closing Date, SPSS agrees to indemnify and hold DeltaPoint and its affiliates and the respective officers, directors, employees, agents and representatives of each of the foregoing harmless from and against any and all Losses relating to (i) any misrepresentations, breach of warranty or nonfulfillment of any covenant or agreement on the part of SPSS contained in this Agreement, including any Exhibits and Schedules thereto and (ii) SPSS's actions or omissions from and after the Closing Date with respect to the Assets and the Assumed Liabilities and SPSS's obligations under the Management Agreement.
INDEMNIFICATION BY SPSS. SPSS agrees to indemnify and hold the Quantime Insiders and its affiliates and the respective officers, directors, employees, agents and representatives of each of the foregoing harmless from and against any and all Losses relating to (i) any breach of any representation or warranty of SPSS set forth herein or in any related schedule, or set forth in any closing certificate or other document entered into or delivered by SPSS in connection with this Agreement; (ii) any breach of any covenant, obligation or agreement of SPSS contained in this Agreement or in any other closing document and (iii) any fraudulent representation or intentional misrepresentation on the part of SPSS, unless the claim or cause of action with respect thereto arises out of or is related to actions or omissions of Quantime or the Quantime Insiders prior to the Closing Date. Any indemnification made by SPSS hereunder shall be in SPSS Common Stock, valued at the closing price of SPSS Common Stock on September 30, 1997.
INDEMNIFICATION BY SPSS. SPSS agrees to indemnify and hold DataStat and its affiliates and the respective officers, directors, employees, agents and representatives of each of the foregoing harmless from and against any and all Losses relating to (i) any and all of the Assumed Liabilities, except to the extent that the Losses relate to a period prior to the Closing Date; (ii) any breach of any representation or warranty of SPSS set forth in Article III hereof or any related schedule, or set forth in any closing certificate or other document entered into or delivered by SPSS in connection with this Agreement; (iii) any breach of any covenant or obligation of SPSS contained in this Agreement or in any other closing document; (iv) any fraudulent representation or intentional misrepresentation on the part of SPSS; (v) any intentional or fraudulent breach by SPSS, of any warranty, representation, agreement, covenant or obligation made under this Agreement; (vi) any material misrepresentation contained in, or material omission from, any provisions of this Agreement or instruments furnished or to be furnished hereunder; and (vii) any liability or obligation arising out of or related to the Assumed Liabilities after the Closing Date or the use of the Assets after the Closing Date, unless the claim or cause of action with respect thereto arises out of or is related to actions or omissions of DataStat prior to the Closing Date.
INDEMNIFICATION BY SPSS. SPSS agrees to indemnify and hold the shareholders and its affiliates and the respective managers, directors, employees, agents and representatives of each of the foregoing harmless from and against any and all Losses relating to (i) any breach of any representation or warranty of SPSS set forth herein or in any related schedule, or set forth in any closing certificate or other document entered into or delivered by SPSS in connection with this Agreement; (ii) any breach of any covenant, obligation or agreement of SPSS contained in this Agreement or in any other closing document and (iii) any fraudulent representation or intentional misrepresentation on the part of SPSS, unless the claim intentional cause of action with respect thereto arises out of or is related to actions or omissions of In2itive or the Shareholders prior to the Closing Date.
INDEMNIFICATION BY SPSS. SPSS agrees to indemnify and hold Surveycraft and its affiliates and the respective officers, directors, employees, agents and representatives of each of the foregoing harmless from and against any and all Losses relating to (i) any breach of any representation or warranty of SPSS set forth herein or in any related schedule, or set forth in any closing certificate or other document entered into or delivered by SPSS in connection with this Agreement; (ii) any breach of any covenant, obligation or agreement of SPSS contained in this Agreement or in any other closing document; and (iii) any fraudulent representation or intentional misrepresentation on the part of SPSS, unless the claim or cause of action with respect thereto arises out of or is related to actions or omissions of Surveycraft or the Shareholders prior to the Closing Date. For purposes of this Subparagraph 11.2(a), in the case of any taxable period beginning before and ending after the Closing Date, for purposes of determining the amount of liability for Taxes attributable to the portion of the taxable period ending on or before the Closing Date: (A) in the case of sales, use, payroll or excise Taxes or Taxes based upon or related to income, such portion of the taxable period shall be deemed to be a separate taxable year and the Shareholder's liability shall be determined by taking into account all items of income, gain, loss, deduction or credit on a basis consistent with that employed in preparing income tax return of Surveycraft for the taxable year ending on the Closing Date and the prior years, and (B) in the case of other Taxes, the Shareholder's liability shall equal a pro rata portion of the liability for taxes for the entire taxable period based on the ratio of the number of days from the beginning of such taxable period through the Closing Date to the total number of days included in such taxable period.
INDEMNIFICATION BY SPSS. SPSS agrees to indemnify and hold the Quantime Shareholders and their affiliates and the respective officers, directors, employees, agents and representatives of each of the foregoing harmless from and against any and all Losses relating to any breach of any representation, warranty or covenant of SPSS set forth herein. Any indemnification made by SPSS under this section 9.3 shall be in SPSS Common Stock, valued at the closing price of SPSS Common Stock on September 30, 1997.
INDEMNIFICATION BY SPSS. SPSS and ACSUB agrees to indemnify and hold Clear Software and its affiliates and the respective officers, directors, employees, agents and representatives of each of the foregoing harmless from and against any and all Losses relating to (i) any breach of any representation or warranty of either SPSS or ACSUB set forth herein or in any related schedule, or set forth in any closing certificate or other document entered into or delivered by either SPSS or ACSUB in connection with this Agreement; (ii) any breach of any covenant, obligation or agreement of either SPSS or ACSUB contained in this Agreement or in any other closing document and (iii) any fraudulent representation or intentional misrepresentation on the part of either SPSS or ACSUB, unless the claim or cause of action with respect thereto arises out of or is related to actions or omissions of Clear Software or the Shareholders prior to the Effective Date.