Indemnification by Xxxxxxx. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).
Indemnification by Xxxxxxx. 5.7.1. Xxxxxxx shall pay any damages finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed and owned by Xxxxxxx infringes a third party’s copyright under the laws of a Berne Convention signatory country, or results in a misappropriation of a third party’s trade secret, in the Country where Subscriber has been authorized to place the Product subject to such claim into Production Use, if Subscriber provides to Bentley:
(a) prompt written notice of any such claim, (b) all available information and assistance, and (c) the opportunity to exercise sole control of the defense and settlement of any such claim.
5.7.2. Xxxxxxx shall also have the right, at its expense, either to procure the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non- infringing. If neither of the foregoing alternatives is available on terms that Xxxxxxx, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20%) for each elapsed year since the commencement of the license for such copy. In no event shall Xxxxxxx’x liability under this sub-section (5.7.2) to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product.
5.7.3. Xxxxxxx shall have no liability and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of the Agreement. Xxxxxxx shall also have no liability, and this indemnity shall not apply, for the portion of any claim of infringement based on use of a superseded or altered release of a Product if the infringement would have been avoided using a current, unaltered release of the Product. This Section 5.7 sets forth Subscriber’s sole remedy for intellectual property infringement.
Indemnification by Xxxxxxx. Each Lender shall indemnify and hold harmless the Administrative Agent (and any sub-agent thereof) and each Related Party of the Administrative Agent (to the extent not indefeasibly and timely indemnified by or on behalf of the Loan Parties and without limiting the obligation of the Loan Parties to do so), based on and to the extent of such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), from and against any and all losses, claims, damages, liabilities and related expenses (including reasonable and documented or invoiced out-of-pocket fees and expenses of one primary outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent and its Related Parties, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against the Administrative Agent and its Related Parties in any way relating to or arising out of or in connection with this Agreement or any other Loan Document or any action taken or omitted to be taken by the Administrative Agent or any of its Related Parties; provided that such indemnity shall not be available to the extent that such losses, claims, damages, liabilities and related expenses are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent (and any sub-agent thereof) or such Related Party. Without limiting the foregoing, each Lender shall promptly following written demand therefor, pay or reimburse the Administrative Agent based on and to the extent of such Xxxxxx’s pro rata share of all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such out-of-pocket costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective fees, charges and disbursements of one primary outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent, to the extent that the Administrative Agent is not timely reimbursed for such expenses by or on behalf of the Loan Parties. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the outstanding Loans ...
Indemnification by Xxxxxxx. To the extent not reimbursed by the Borrower and without limiting the obligations of the Borrower hereunder, the Lenders agree to indemnify the applicable Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision). Without limitation of the foregoing, each Lender agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the Borrower to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the Borrower. The agreement contained in this Section 13.15(c) and (d) shall survive payment in full of all other Obligations.
Indemnification by Xxxxxxx. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Xxxxxxx shall indemnify, defend and hold harmless the Veralto Indemnitees from and against any and all Indemnifiable Losses of the Veralto Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Xxxxxxx Retained Liabilities, including the failure of any member of the Xxxxxxx Group or any other Person to pay, perform or otherwise discharge any Xxxxxxx Retained Liability in accordance with its respective terms, whether arising prior to, at or after the Effective Time, (b) any Xxxxxxx Retained Asset or Xxxxxxx Retained Business, whether arising prior to, at or after the Effective Time, or (c) any breach by Xxxxxxx of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.
Indemnification by Xxxxxxx. Each Lender shall severally indemnify Agent, within ten (10) days after demand therefor, for (a) any Indemnified Taxes attributable to such Lender (but only to the extent that Borrower has not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), (b) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.8 of the Agreement relating to the maintenance of a Participant Register and (c) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agent to Lenders from any other source against any amount due to Agent under this Section 5.
Indemnification by Xxxxxxx. Each Lender severally agrees to pay any amount required to be paid by any Obligor under Sections 10.3(a) and 10.3(b) to Administrative Agent (or any sub-agent thereof), Issuing Lender, or Swingline Lender or any Related Party of any of the foregoing (each, an “Agent Indemnitee”) to the extent not reimbursed by an Obligor and without limiting the obligation of any Obligor to do so, and to hold harmless and indemnify each Agent Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing, in each case ratably in accordance with such Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that with respect to such amounts owed to Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Exposure; provided further that (i) the unreimbursed expense or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent), Issuing Lender or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), Issuing Lender, or Swingline Lender in connection with such capacity, and (ii) no Lender shall be liable for the payment to any Agent Indemnitee of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such Agent Xxxxxxxxxx’s gross negligence or willful misconduct. The obligations of the Lenders under this Section 10.3(c) are subject to the provisions of Section 2.6(c).
Indemnification by Xxxxxxx. Xxxxxxx shall defend, indemnify and hold harmless PPD and its Affiliates, and their respective directors, officers, employees and agents (“PPD Indemnitees”), against any and all liabilities, losses, claims, and causes of action, and any damages or costs directly arising therefrom (including without limitation reasonable attorneys’ fees) (collectively, all of the foregoing, “Claims”) due to any third party claim directly resulting from (a) personal injury or death, to the extent caused by use of any Product that was not manufactured in accordance with the specifications established in any Work Order or by mutual agreement of the Parties, GMP, Applicable Laws, and this Agreement; (b) breach by Xxxxxxx or any Affiliate or subcontractor of either of the foregoing of any warranty, representation, covenant or agreement made by Xxxxxxx in this Agreement; or (c) any Xxxxxxx Indemnitee’s negligence, intentional misconduct, or failure to comply with any Applicable Law, provided that Xxxxxxx shall not have any obligation under this Section 13.01 to the extent any Claim results from (a) breach by any PPD Indemnitee of any warranty, representation, covenant or agreement made by PPD in this Agreement or (b) any PPD Indemnitee’s negligence, intentional misconduct, or failure to comply with any Applicable Laws.
Indemnification by Xxxxxxx. Except as otherwise limited by this Article IX, Xxxxxxx shall indemnify, defend and hold harmless the WP Partners and their Affiliates, shareholders, officers, directors, employees, subsidiaries, successors and assigns (collectively, the "WP Partners Indemnified Parties") from and against, and pay or reimburse the WP Partners Indemnified Parties for, any and all losses, damages, claims, costs and expenses, interest, awards, judgments, fines, and penalties (including reasonable legal costs and expenses) actually suffered or incurred by them (hereinafter a "WP Partners Loss") arising out of or resulting from:
(a) the inaccuracy of any representation or warranty of Xxxxxxx set forth in Article V; or
(b) any other breach or violation of this Agreement by Xxxxxxx.
Indemnification by Xxxxxxx. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, Xxxxxxx and each member of the Xxxxxxx Group shall indemnify, defend and hold harmless the Dover Indemnitees from and against any and all Indemnifiable Losses arising out of, by reason of or otherwise in connection with (i) the Xxxxxxx Liabilities, including the failure of any member of the Xxxxxxx Group or any other Person to pay, perform or otherwise discharge any Xxxxxxx Liability or Xxxxxxx Contract in accordance with its respective terms, whether prior to, on or after the Effective Time or (ii) any breach by Xxxxxxx or any member of the Xxxxxxx Group of any provision of this Agreement or any Ancillary Agreement, unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.
