Indemnification by Taconic Sample Clauses
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Indemnification by Taconic. Taconic shall indemnify, defend and hold harmless Transnetyx from and against any and all Claims arising out of and/or in connection with Taconic’s discharge of its duties and obligations arising hereunder, except to the extent such injury and/or material damage is solely and directly caused or contributed to by the gross negligence of Transnetyx and/or Transnetyx’s directors, officers, employees, agents and/or representatives.
Indemnification by Taconic. The representations and warranties of Taconic contained in this Agreement, or in any certificate or instrument delivered pursuant to this Agreement, shall survive until the first anniversary of the Closing Date, except that the representations and warranties of Taconic in Section 3.1(b) shall survive indefinitely. If an indemnification claim is properly asserted in writing by Caliper prior to such expiration date then such representation or warranty shall survive beyond such date until, but only for the purpose of, the resolution of such claim. All of the covenants and other agreements contained in this Agreement that contemplate performance thereof following the Closing Date shall survive the Closing Date indefinitely or until otherwise terminated in accordance with their terms. Subject to the limits set forth in this Section 6.5, Taconic shall indemnify Caliper and its officers, directors, and Affiliates (the “Caliper Indemnified Parties”) for any Losses paid, incurred, accrued or sustained by such Caliper Indemnified Parties or any of them, directly or indirectly, as a result of (i) any breach or inaccuracy of a representation or warranty of Taconic contained in this Agreement or in any certificate or other instruments delivered pursuant to this Agreement or (ii) any failure by Taconic to perform or comply with any covenant or other agreement applicable to it contained in this Agreement or in any certificate or other instruments delivered pursuant to this Agreement. Notwithstanding the foregoing, (x) no Caliper Indemnified Party may recover any Losses unless and until the Caliper Indemnified Parties have provided Taconic with written notice identifying a Loss or Losses in excess of the Threshold Amount, in which case the Caliper Indemnified Parties shall be entitled to recover all Losses so identified, and (y) Caliper Indemnified Parties shall in no event be entitled to recover Losses in the aggregate in excess of the Indemnification Cap, provided, however, that the foregoing limitations shall not apply to any claim by any Caliper Indemnified Party based on a breach the representations and warranties of Taconic in Section 3.1(b) or to a breach of a covenant of Taconic contained herein.