Indemnification by SSI. SSI will indemnify and hold the Trust harmless from all loss, cost, damage and expense, including reasonable expenses for legal counsel, incurred by the Trust because of the negligence, bad faith or willful or wanton misconduct of SSI or its agents.
Indemnification by SSI. Except as otherwise provided in this Agreement, SSI shall, for itself and as agent for each member of the SSI Group, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the LSI Logic Indemnitees from and against any and all Liabilities that any third party seeks to impose upon the LSI Logic Indemnitees, or that are imposed upon the LSI Logic Indemnitees, and that relate to, arise out of or result from any of the following items (without duplication): (a) the SSI Business, any SSI Liability, any SSI Contract, or any action or inaction of SSI under any contract for which rights and obligations thereunder are shared by SSI and LSI Logic after the Separation Date, including any sublicenses granted by LSI Logic to SSI or any services that are provided by LSI Logic to SSI to enable SSI to benefit from such shared agreement; (b) any breach by SSI or any member of the SSI Group of the Separation Agreement or any of the Ancillary Agreements (including this Agreement); (c) any IPO Liabilities; and (d) any litigation matter listed on the Litigation Disclosure Letter. This Section 1.2 shall not apply to any Liability indemnified under Section 1.4.
Indemnification by SSI. (A) SSI agrees to indemnify and hold harmless the Company, and its officers, directors, agents, organizers, representatives and affiliates and any other person, if any, who controls the Company or its affiliates within the meaning of Section 15 of the Securities Act of 1933 (these parties together with the Company are hereinafter referred to as the "Company Indemnitees") against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and counsel's fees) arising out of or based upon the actions of SSI or any of their respective employees, agents, representatives or affiliates (i) that constitute bad faith or gross negligence on the part of SSI or any of its employees, agents, representatives or affiliates, (ii) that constitute violations of applicable federal or state laws or regulations on the part of SSI or any of its employees, agents, representatives or affiliates, or (iii) that constitutes a violation of any of SSI's agreements, representations or warranties contained in this Agreement. SSI will reimburse the Company and the Company Indemnitees for any legal or other expenses reasonably incurred (individually or collectively) by it or them in connection with investigating or defending any such loss, claim, damage, liability or action. However, SSI will not be responsible for (i) any losses, claims, damages, liabilities or expenses that result from bad faith or gross negligence on the part of the Company or any of its employees, agents, representatives or affiliates, or on the part of the Company Indemnitee, (ii) that arise out of actions or conduct by the Company or any of its employees, agents, representatives or affiliates, or by the Company, that constitute a violation of any applicable federal or state law or regulation, or (iii) that constitutes a violation of any of the Company's agreements, representations or warranties contained in this Agreement.
Indemnification by SSI. SSI shall indemnify and hold harmless LSI Logic against the amount of any and all liability, loss, expense or damage LSI Logic may suffer or incur as a result of any or all claims, demands, costs or expenses (including, without limitation, attorneys’ and accountants’ fees), interest, penalties or judgments made against it arising from or incurred in relation to (i) any failure of SSI to pay any amount to LSI Logic with respect to SSI’s obligations under Articles III and IV of this Agreement; (ii) all Taxes (other than Taxes in respect of Consolidated Returns) due or payable by SSI for any Tax period or portion of a Tax period, whether before or after Separation, Deconsolidation or the Distribution; (iii) all Taxes relating to, arising out of or resulting from the conduct of the SSI Business for any Tax period or portion of a period, whether before or after Separation, Deconsolidation or the Distribution; (iv) any Taxes in the nature of transfer Taxes incurred on any transfer of assets by LSI Logic or any of its subsidiaries to SSI or any of its subsidiaries; (v) any Taxes resulting from the application of section 355(e) of the Code or similar provisions of other applicable law to the Distribution as a result of one or more acquisitions of SSI stock after the Distribution, except for any Taxes which would result taking into account only (A) issuances and dispositions of SSI stock prior to the Distribution and (B) dispositions of SSI stock by LSI Logic Corporation after the Distribution; and (vi) any Taxes resulting from any action or failure to act by SSI, or any condition known to SSI to exist (and not known to LSI Logic to exist), which action, failure to act or condition causes any representation made in connection with the opinion provided to LSI Logic regarding the qualification of the Distribution under section 355 of the Code to be untrue.
Indemnification by SSI. SSI shall indemnify and hold harmless Parent and the Surviving Corporation and their respective officers, directors, agents, Affiliates and representatives (the “Indemnitees”) from and against, and shall reimburse the Indemnitees on demand for, any and all direct or indirect claims, suits, actions, proceedings, liabilities, obligations, judgments, fines, penalties, claims, losses, damages, costs and expenses of any kind (including, without limitation, the reasonable fees and disbursements of counsel, accountants and other experts whether incurred in connection with any of the foregoing or in connection with any investigative, administrative or adjudicative proceeding, whether or not such Indemnitee shall be designated a party thereto), together with any and all reasonable costs and expenses associated with the investigation of the same and/or the enforcement of the provisions hereof and thereof which may be incurred by such Indemnitee relating to, based upon, resulting from or arising out of the breach of any representation, warranty, agreement, covenant or other obligation of SSI contained in this Agreement.
Indemnification by SSI. SSI covenants and agrees that it will indemnify and hold harmless the Stockholders at all times from and after the date of this Agreement until the Expiration Date from and against all claim, damages actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by ELXX xn excess of Too Thousand Dollars ($10,000) in the aggregate as a result of or incident to any material breach of the representations and warranties set forth in Section 6 of this Agreement or on the schedules or certificates attached pursuant thereto and any misrepresentations or non-fulfillment of any agreement on the part of SSI under this Agreement. in addition, other indemnification agreements relating to the Kixxxxxx Xine property are contained in Schedule 10.2, and made a part of this section.
