INDEMNIFICATION BY ST. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, ST shall indemnify, defend and hold harmless the IMS Indemnitees from and against any and all Indemnifiable Losses of the IMS Indemnitees arising out of, by reason of or otherwise in connection with the ST Liabilities or alleged ST Liabilities, including any breach by ST of any provision of this Agreement or any Ancillary Agreement.
INDEMNIFICATION BY ST. Xxxx. Subject to the provisions of Section 6.05, St. Xxxx agrees to defend, indemnify and hold the Stockholders harmless from and against any and all losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees, penalties and interest) payable to or for the benefit of, or asserted by, any party, resulting from, arising out of, or incurred as a result of the breach of any representation and warranty made by St. Xxxx herein or in accordance herewith. No claim by the Stockholders for indemnification by St. Xxxx shall be made after one year has elapsed following the Closing except that a claim for indemnification may be made by the Stockholders with respect to a Third Party Claim until two years has elapsed following the Closing.
INDEMNIFICATION BY ST. Joe. (x)
INDEMNIFICATION BY ST. ST shall indemnify, defend and hold harmless IMS (and its affiliates) from and against any and all Tax liabilities allocated to ST by this Agreement.
INDEMNIFICATION BY ST. Xxxx. St. Xxxx agrees to and shall ----------------------------- defend, indemnify and hold harmless KRI and each of KRI's respective subsidiaries, stockholders, affiliates, officers, directors, employees, counsel, agents, successors, assigns and legal representatives (KRI and all such other Persons are collectively referred to as the "KRI Indemnified Persons") from and against, and shall reimburse the KRI Indemnified Persons for, each and every Loss paid, imposed on or incurred by the KRI Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of (i) any inaccuracy in any representation or warranty of St. Xxxx or Merger Sub under this Agreement, or the St. Xxxx Disclosure Schedule hereto or any agreement or certificate delivered or to be delivered by St. Xxxx pursuant hereto, or (ii) any claim by a third party against KRI Indemnified Persons arising out of an act or omission of St. Xxxx or KRE occurring after the Closing Date.
INDEMNIFICATION BY ST. Mary. To the extent permitted by ---------------------------- law, St. Mary shall indemnify and hold harmless each Holder, the xfficers, directors, stockholders, employees, representatives and agents of such Holder, legal counsel and accountants for such Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any other federal or state securities law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue --------- statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by St. Mary of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and St. Mary shall reimburse such Holder, underwriter or controlling person xxx any legal or other expenses reasonably incurred, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided that the indemnity agreement in this Section 5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of St. Mary (which consent shall not be unreasonably withheld or xxxayed), nor shall St. Mary be liable in any such case for any such loss, claim, dxxxxe, liability or action to the extent that it arises out of or is based on a Violation that occurs in reliance on and in conformity with written information furnished expressly for use in connection with such registration by such Holder, underwriter or controlling person.
INDEMNIFICATION BY ST. XXXX St. Xxxx shall protect, defend (or in St. Paul's discretion, settle) indemnify and hold Frontec harmless from any and all claims, demands, liabilities, obligations, deficiencies, losses, damages, actions, suits, proceedings, assessments, judgments or settlements (collectively, "CLAIMS"), including without limitation all reasonable costs and expenses related thereto such as attorney's fees, (i) that are asserted against Frontec or Frontec's Customers to the extent that such Claims are based upon a contention that the Licensed Product or the St. Xxxx Documentation used within the scope of this Agreement or a Customer license agreement infringes any patents, copyrights, trade secrets or other intellectual property rights of any third party, or (ii) by Customers based on or arising out of (a) failure of the Licensed Product or the St. Xxxx Documentation to meet the Structural Definition in any material respect, (b) misleading or inaccurate statements in the St. Xxxx Documentation, or (c) the failure of St. Xxxx to perform any of its other obligations under Article 7, PROVIDED that Frontec or its Customer promptly notifies St. Xxxx in writing of any such Claims. St. Xxxx shall have the sole right to control at St. Paul's own expense, the defense and negotiation of all such Claims and Frontec and its Customers (as to claims of the type described in clause (i) above) shall fully cooperate in St. Paul's defense of all such claims, at St. Paul's expense.
INDEMNIFICATION BY ST. ST shall, subject to the limitations of Section 10.5, indemnify, defend and hold harmless Upek and each of its officers, directors and affiliates, from and against any and all claims, actions, causes of action, demands, assessments, liabilities, losses, damages, fines, penalties, costs and expenses (including without limitation those incurred in connection with all related investigations, defenses, settlements, and judgments and reasonable attorneys’ fees, and costs) (“Losses” or individually a “Loss”) resulting from, arising out of, relating to or caused by: (a) any breach or inaccuracy of any representation or warranty by ST contained in or required by this Agreement (including the Schedules) or in any certificate, document or instrument delivered to Upek in connection herewith; (b) any breach or non-fulfillment by ST of any of its covenants, agreements or other obligations set forth herein; (c) Taxes arising or accruing prior to the Closing Date (unless such Taxes arise as a consequence of an action, wrong-doing or omission by Upek and would have not arisen other than for such action, wrong-doing or omission); (d) liabilities (other than Assumed Liabilities) associated with customer or warranty claims arising prior to the Closing Date; (e) without prejudice to Section 10.1 (c), liabilities (other than Assumed Liabilities) of ST SRO arising or accruing prior to or in connection with the Closing, including, without limitation, obligations to employees of ST SRO arising prior to or in connection with the Closing; or (f) Products manufactured or sold by ST prior to the Closing Date.
INDEMNIFICATION BY ST. 11.1 ST will defend, indemnify and hold harmless Customer against a claim alleging that the Manufacturing Processes infringe any copyrights, patents, trade secrets, mask works or other proprietary rights of any third parties arising under United States law or the law of any other country in which the Class 1 ICs are sold and will pay resulting costs, damages and reasonable attorney’s fees finally awarded, provided that: (i) Customer promptly notifies ST, by written communication, of the claim, (ii) Customer cooperates in a reasonable manner in such investigation and defense; and (iii) ST has sole control of the defense and all related settlement negotiations. If such claim occurs, or in ST’s opinion is likely to occur, Customer agrees to permit ST, at its option and expense, and in addition to the above obligation, either to procure for Customer the right to continue using the Class 1 ICs or to replace or modify the same so it becomes non-infringing and provides the same capability as before.
INDEMNIFICATION BY ST. 24 SECTION 3.3
