Common use of Indemnification by Xxxxxxx Clause in Contracts

Indemnification by Xxxxxxx. Xxxxxxx agrees to indemnify and hold harmless each Holder of Registrable Securities, its officers, directors, partners and employees and each person who controls such Holder (within the meaning of Section 15 of the Securities Act) from and against any and all losses, claims, damages and liabilities (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) (collectively, "Damages") to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement 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, in light of the circumstances under which they were made, not misleading and (iii) any violation or alleged violation by Xxxxxxx of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will not be liable to any Holder to the extent that such Damages arise from or are based upon any untrue statement or omission (x) based upon written information furnished to Xxxxxxx by any Holder expressly for the inclusion in such Registration Statement, (y) made in any preliminary prospectus if any Holder failed to deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission and (z) made in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such Damages.

Indemnification by Xxxxxxx. Xxxxxxx agrees to indemnify and hold harmless to the full extent permitted by law, each Holder of Registrable Securities, its officers, directors, partners and employees and each person who controls such Holder (within the meaning of Section 15 of the Securities Act) Shareholder from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (including any investigationincluding, without limitation, reasonable legal or other fees and expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) by shareholders (collectively, the "Damages") to which such Holder the Shareholders may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages (or proceedings in respect thereto arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in the Resale Registration Statement (ior any supplement or amendment thereto, including filings under the Exchange Act) pursuant to which Registrable Securities were registered under the Securities Act, or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statementprospectus (as amended or supplemented if Xxxxxxx shall have furnished any amendments or supplements thereto), Prospectus or preliminary prospectus or caused by any amendment or supplement 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, therein in light of the circumstances under which they were made, not misleading and (iii) any violation or alleged violation by Xxxxxxx of the Securities Actmisleading, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will not be liable to any Holder to the extent that except insofar as such Damages arise from out of or are based upon any untrue statement or omission (x) based upon written information furnished to Xxxxxxx by any Holder expressly for the inclusion in such Registration Statement, (y) made in any preliminary prospectus if any Holder failed to deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission based upon information relating to the Shareholders furnished in writing to Xxxxxxx by the Shareholders specifically for use therein; provided, however, that Xxxxxxx shall not be liable to the Shareholders under this Section 10(a) to the extent that any such Damages were caused by the fact that the Shareholders sold Registrable Securities to a Person as to who it shall be established that there was not sent or given, at or prior to written confirmation of such sale, a copy of the prospectus as then amended or supplemented if, but only if: (i) Xxxxxxx has previously furnished copies of such amended or supplemented prospectus to the Shareholders; and (zii) made in such Damages were caused by any Prospectus if such untrue statement or omission or alleged untrue statement or omission contained in the prospectus so delivered which was corrected in an amendment such amended or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such Damagessupplemented prospectus.

Indemnification by Xxxxxxx. Xxxxxxx Each Lender severally agrees to indemnify and hold harmless each Holder of Registrable Securities, its officers, directors, partners and employees Agent and each person who controls of its Related Parties, to the extent that such Holder Agent shall not have been timely reimbursed by the Borrower, based on and to the extent of such Xxxxxx’s pro rata share (within the meaning of Section 15 determined as of the Securities Acttime that the applicable unreimbursed indemnity payment is sought) from from, for and against any and all liabilities, obligations, losses, claimsdamages, damages and liabilities penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) and disbursements of any investigationkind or nature whatsoever which may be imposed on, legal incurred by or other expenses reasonably incurred asserted against such Agent or Related Parties in connection withexercising its powers, rights and any amount paid in settlement of, any action, suit remedies or proceeding performing its duties hereunder or any claim asserted) (collectively, "Damages") to which such Holder may become subject under the Securities Act, the Exchange Act other Credit Documents or other federal or state securities law or regulation, at common law or otherwise, insofar otherwise in its capacity as such Damages arise Agent in any way relating to or arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement 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, in light of the circumstances under which they were made, not misleading and (iii) any violation or alleged violation by Xxxxxxx of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with this Agreement or the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, other Credit Documents; provided that Xxxxxxx will not no Lender shall be liable to any Holder Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3) shall constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the extent that opinion of such Damages arise from Agent, be insufficient or are become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Xxxxxx’s pro rata share. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon any untrue statement or omission (x) based upon written information furnished to Xxxxxxx by any Holder expressly for the inclusion in such Registration Statement, (y) made in any preliminary prospectus if any Holder failed to deliver a copy its share of the Prospectus outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with or such Xxxxxx’s pro rata share immediately prior to the delivery of written confirmation of date on which the sale by such Holder to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission and (z) made Loans are paid in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such Damagesfull).

Indemnification by Xxxxxxx. Xxxxxxx Each Lender severally agrees to indemnify 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 Holder of Registrable Securities, its officers, directors, partners and employees and each person who controls such Holder (within the meaning of Section 15 of the Securities Act) Agent Indemnitee from and against any and all losses, claims, damages damages, liabilities and liabilities related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (including whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any investigationway relating to or arising out of the Commitments, legal this Agreement, any of the other Loan Documents or other expenses reasonably incurred 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 withwith any of the foregoing, and any amount paid in settlement ofeach 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, any actiononly the Revolving Credit Lenders shall be required to pay such amounts, suit or proceeding or any claim asserted) (collectively, "Damages") such payment to which be made severally among them based on such Holder may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages arise out of or are based upon Revolving Credit Lenders’ Revolving Credit Exposure; provided further that (i) any untrue statement the unreimbursed expense or alleged untrue statement of a material fact contained in any Registration Statementindemnified loss, Prospectus claim, damage, liability, or preliminary prospectus related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any amendment such sub-agent), Issuing Lender or supplement theretoSwingline 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 omission payment to any Agent Indemnitee of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or alleged omission disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to state therein a material fact required to be stated therein have resulted from such Agent Xxxxxxxxxx’s gross negligence or necessary to make the statements therein, in light willful misconduct. The obligations of the circumstances Lenders under which they were made, not misleading and (iiithis Section 10.3(c) any violation or alleged violation by Xxxxxxx of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will not be liable to any Holder are subject to the extent that such Damages arise from or are based upon any untrue statement or omission (x) based upon written information furnished to Xxxxxxx by any Holder expressly for the inclusion in such Registration Statement, (y) made in any preliminary prospectus if any Holder failed to deliver a copy provisions of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission and (z) made in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such DamagesSection 2.6(c).

Indemnification by Xxxxxxx. Xxxxxxx agrees to Each Lender shall indemnify and hold harmless each Holder of Registrable Securities, its officers, directors, partners the Administrative Agent (and employees any sub-agent thereof) and each person who controls such Holder (within the meaning of Section 15 Related Party of the Securities Act) 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 damages, liabilities and liabilities 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 investigationkind or nature whatsoever which may at any time be imposed on, legal incurred by or other expenses reasonably incurred asserted against the Administrative Agent and its Related Parties in connection with, and any amount paid in settlement of, any action, suit way relating to or proceeding or any claim asserted) (collectively, "Damages") to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement 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, in light of the circumstances under which they were made, not misleading and (iii) any violation or alleged violation by Xxxxxxx of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus this Agreement or any amendment other Loan Document or supplement thereto, any action taken or omitted to be taken by the Administrative Agent or any of its Related Parties; provided that Xxxxxxx will such indemnity shall not be liable to any Holder available to the extent that such Damages arise 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 are 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 any untrue statement or omission (x) based upon written information furnished to Xxxxxxx by any Holder expressly for the inclusion in such Registration Statement, (y) made in any preliminary prospectus if any Holder failed to deliver a copy its share of the Prospectus outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in accordance with or such Xxxxxx’s pro rata share immediately prior to the delivery of written confirmation date on which the Loans are paid in full). The obligations of the sale by such Holder Lenders under this clause (c) are subject to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission and (z) made in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale provisions of Registrable Securities to the party asserting the claim underlying such DamagesSection 2.12(d).

Indemnification by Xxxxxxx. Xxxxxxx agrees to indemnify shall defend, indemnify, and hold harmless each Holder of Registrable SecuritiesBiogen Idec, its Affiliates and their respective directors, officers, directorsshareholders, partners and employees and each person who controls such Holder agents, and their respective heirs, successors and assigns (within the meaning of Section 15 of the Securities Act) “Biogen Idec Indemnitees”), from and against any and all lossesliabilities, claims, damages damages, losses, costs and liabilities expenses (including reasonable attorney’s fees) owing to Third Parties (collectively, “Liabilities”) suffered or sustained by a Biogen Idec Indemnitee, or to which a Biogen Idec Indemnitee becomes subject, arising out of or attributable to: (a) any investigationbreach of a representation, legal warranty, covenant or other expenses reasonably incurred in connection withagreement made or undertaken by Xxxxxxx under this Agreement; (b) the development, testing, manufacture, use, offer for sale, sale, distribution, promotion, importation, exportation or marketing by Xxxxxxx, its Affiliates or Sublicensees of a Product or Service or any materials supplied by Biogen Idec hereunder, including any claim that the manufacture, use, offer for sale, sale, or importation of a Product or Service infringes any Third Party intellectual property right, and any amount paid in settlement ofclaim of personal injury or death arising from the use of a Product or Service, (c) the gross negligence or willful misconduct on the part of Xxxxxxx or its Affiliate or Sublicensee, or (d) any action, suit or proceeding or any claim asserted) (collectively, "Damages") to which such Holder may become subject liability under the Securities ActBoys Town Agreement arising on or after the Effective Date. However, the Exchange Act Xxxxxxx shall not indemnify or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages arise out of or are based upon (i) hold harmless any untrue statement or alleged untrue statement of a material fact contained in Biogen Idec Indemnitee from any Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement 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, in light of the circumstances under which they were made, not misleading and (iii) any violation or alleged violation by Xxxxxxx of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will not be liable to any Holder Liabilities to the extent that such Damages arise Liabilities resulted from the acts or are based upon omissions of a Biogen Idec Indemnitee, or any untrue statement breach of any representation, warranty, covenant or omission (x) based upon written information furnished to Xxxxxxx agreement made or undertaken by any Holder expressly for the inclusion in such Registration Statement, (y) made in any preliminary prospectus if any Holder failed to deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission and (z) made in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such DamagesBiogen Idec under this Agreement.

Indemnification by Xxxxxxx. Xxxxxxx hereby agrees to indemnify and hold harmless each Holder of Registrable Securities, its officers, directors, partners Xxxxxxxxx Subsidiary and employees and each person who controls such Holder (within the meaning of Section 15 of the Securities Act) from and Xxxxxxxxx against any and all losses, claimsliabilities including all Taxes and damages or actions (or actions or proceedings, damages whether commenced or threatened) or claims (including, without limitation, counsel fees and liabilities (including expenses of Xxxxxxxxx Subsidiary and Xxxxxxxxx in the event that Xxxxxxx fails to assume the defense thereof) in respect thereof hereinafter referred to as the "Fasteners' Losses") resulting from the breach of the representations and warranties made by Fasteners and Xxxxxxx in this Agreement; provided, however, that Xxxxxxx' obligation under this Section 12.3 is to the extent that the Fasteners' Losses exceed $500,000 in the aggregate, in which event, Xxxxxxxxx and Xxxxxxxxx Subsidiary shall be entitled to claim indemnity for the full amount of Fasteners' Losses equaling $500,000 and all Fasteners' Losses in excess of $500,000 and that the maximum amount of any investigationindemnity pursuant to this Section shall be limited to $23,500,000. Notwithstanding the foregoing, legal in no event shall Xxxxxxxxx Subsidiary or other expenses reasonably incurred in connection withXxxxxxxxx be entitled to indemnification for, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) (collectively, the term "Damages") to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages arise out of or are based upon Fasteners' Losses" shall not include (i) any untrue statement consequential damages or alleged untrue statement of damages which are speculative, remote or conjectural (except to the extent represented by a material fact contained in any Registration Statement, Prospectus successful claim by a third party); or preliminary prospectus or any amendment or supplement thereto, (ii) Fasteners' Losses which, individually, are less than $10,000. If any action, proceeding or claim shall be brought or asserted against Xxxxxxxxx Subsidiary or Xxxxxxxxx by any third party, which action, proceeding or claim, if determined adversely to the omission interests of Xxxxxxxxx Subsidiary or alleged omission Xxxxxxxxx would entitle Xxxxxxxxx Subsidiary or Xxxxxxxxx to state therein a material fact required indemnity pursuant to be stated therein this Agreement, Xxxxxxxxx Subsidiary or necessary to make Xxxxxxxxx shall, promptly but in no event later than 10 days from the statements thereindate Xxxxxxxxx Subsidiary or Xxxxxxxxx receives written notice of such action, in light of the circumstances under which they were madeproceeding or claim, not misleading and (iii) any violation or alleged violation by notify Xxxxxxx of the Securities Act, same in writing specifying in detail the Exchange Act or any state securities or blue sky laws basis of such claim and the facts pertaining thereto (but the failure to give such notice in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will a timely fashion shall not be liable to any Holder affect Xxxxxxx' obligations under this Section 12.3 except to the extent it prejudiced or damaged Xxxxxxx' ability to defend, settle or compromise such claim or to pay any Fasteners' Losses resulting therefrom), and Xxxxxxx shall be entitled (but not obligated) to assume the defense thereof by giving written notice thereof within 10 days after Xxxxxxx received notice of the claim from Xxxxxxxxx Subsidiary or Xxxxxxxxx and have the sole control of defense and settlement thereof (but only, with respect to any settlement, if such settlement involves an unconditional release of Xxxxxxxxx Subsidiary and Xxxxxxxxx and their respective subsidiaries in respect of such claim), including the employment of counsel and the payment of all expenses. Xxxxxxxxx and Xxxxxxxxx Subsidiary agree to use their reasonable efforts to secure an insurance recovery in respect of any and all Fasteners' Losses. To the extent that such Damages arise from Xxxxxxxxx or are based upon Xxxxxxxxx Subsidiary receives (i) any untrue statement Tax benefit in respect of a Fasteners' Loss for which they have been indemnified by Xxxxxxx or omission (xii) based upon written information furnished to insurance proceeds in respect of a Fasteners' Loss for which they have been indemnified by Xxxxxxx, Xxxxxxxxx or Xxxxxxxxx Subsidiary, as the case may be, will reimburse Xxxxxxx by any Holder expressly for the inclusion full amount of such Tax benefit or insurance proceeds; provided, however, that they will not reimburse Xxxxxxx for an amount greater than that which they received as indemnity from Xxxxxxx in respect of such Registration StatementFasteners' Loss. In computing the amount of any Tax benefit, (y) made in Xxxxxxxxx or Xxxxxxxxx Subsidiary, as the case may be, shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any preliminary prospectus if any Holder failed to deliver a copy item arising from the incurrence of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission and (z) made in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such DamagesFasteners' Loss.

Indemnification by Xxxxxxx. Subject to the terms and conditions contained herein, Xxxxxxx hereby agrees to indemnify and hold harmless each Holder of Registrable Securitiesthe Company, its Subsidiaries after the Closing, their respective officers, directorsdirectors and agents and Prior, partners individually and employees and each person who controls such Holder (within the meaning of Section 15 as Trustee of the Securities Act) 1994 Prior Charitable Remainder Trust, from and against any and all losses, claimsliabilities, damages damages, costs, and liabilities expenses (including including, without limitation, reasonable attorney's fees and any investigation, legal or other and all expenses whatsoever reasonably incurred in connection withinvestigating, preparing or defending any action, suit or proceeding, commenced or threatened) of any kind and any amount paid in settlement ofnature (collectively, "Losses") (A) which relate to or arise out of any action, suit or proceeding brought by or on behalf of any claim assertedstockholder of the Company or ECI arising out of or relating to (i) the repurchase by the Company of shares of Company Common Stock owned by Prior and/or the Trust pursuant to the Recapitalization Agreement or (collectivelyii) the number of shares of ECI Common Stock to be received by Xxxxxxx pursuant to the Merger Agreement, "Damages"or (B) which relate to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages arise out of any action, suit or are based upon (i) any proceeding arising out of relating to an untrue statement of a material fact or alleged untrue statement of a material fact contained in any Registration the proxy statement/prospectus to be delivered to holders of Company Common Stock (the "Proxy Statement, Prospectus ") or preliminary prospectus or any amendment or supplement thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light but only with respect to the beneficial ownership of stock of the circumstances under which they were made, not misleading and (iii) any violation or alleged violation Company by Xxxxxxx and/or members of the Securities Act, the Exchange Act his family and his or any state securities or blue sky laws in connection their Affiliates and biographical information with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will not be liable respect to any Holder to the extent that such Damages arise from or are based upon any untrue statement or omission (x) based upon written information furnished to Xxxxxxx by any Holder expressly for the inclusion in such Registration Statement, (y) made in any preliminary prospectus if any Holder failed to deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission and (z) made in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such DamagesXx. Xxxxxxx.

Indemnification by Xxxxxxx. Subject to this Agreement, Xxxxxxx agrees to shall defend, indemnify and hold Customer harmless each Holder of Registrable Securitiesagainst any third-party claims, its officersdemands, directorssuits, partners and employees and each person who controls such Holder or proceedings (within "Claims") (including reasonable attorneys' fees) made or brought against Customer alleging that the meaning of Section 15 use of the Securities ActService as contemplated hereunder infringes the US Intellectual Property Rights of such third- party; provided, that Customer (a) from and against any and all losses, claims, damages and liabilities (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) (collectively, "Damages") to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement 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, in light promptly gives written notice of the circumstances under which they were made, Claim to Anomali; (b) gives Xxxxxxx sole control of the defense and settlement of the Claim (provided that Anomali may not misleading settle or defend any Claim unless it unconditionally releases Customer of all liability); and (iiic) any violation or alleged violation by Xxxxxxx of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will provides to Anomali all reasonable assistance. Anomali shall not be liable to the extent of: (i) modifications or alterations not provided by Anomali or authorized by Anomali in writing; (ii) use outside the scope of any Holder licenses granted hereunder; (iii) use of the Service in any manner which violates the terms of this Agreement; (iv) third- party open source software; or (v) combinations with services or products not provided by Anomali to the extent such Claim would not have occurred except for such modification, use, software, or combination. Upon notice of alleged infringement, or if, in Xxxxxxx’s opinion, such a Claim may arise, Anomali shall have the right, at its option, to obtain the right to continue the Service with similar operating capabilities and/or performance, or modify the Service so that such Damages arise from it no longer infringes or is subject to a Claim. In the event that none of the above options are based upon any untrue statement or omission reasonably available (x) based upon written information furnished to Xxxxxxx by any Holder expressly for the inclusion as determined in Anomali’s sole discretion), Anomali may terminate this Agreement and all accompanying Order Documents, schedules, and licenses and, in such Registration Statementevent, (y) made in Anomali shall refund Customer any preliminary prospectus if any Holder failed to deliver a copy prepaid Fees covering the remainder of the Prospectus with or prior to Subscription Term after the delivery effective date of written confirmation termination. This Section 8.1 states Xxxxxxx’s entire liability under this Agreement for all Claims of the sale by such Holder to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission and (z) made in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such Damagesintellectual property infringement.

Indemnification by Xxxxxxx. Xxxxxxx agrees to indemnify and hold harmless each Holder of Registrable Securitiesthe Company, its officers, directors, partners directors and employees agents and each person Person, if any, who controls such Holder (the Company within the meaning of either Section 15 of the Securities Act) from and against any and all losses, claims, damages and liabilities (including any investigation, legal Act or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) (collectively, "Damages") to which such Holder may become subject under the Securities Act, Section 20 of the Exchange Act or other federal or state securities law or regulationto the same extent as the foregoing indemnity from the Company to Xxxxxxx, at common law or otherwise, insofar as such Damages arise out of or are based upon but only (i) with respect to information furnished in writing by Xxxxxxx or on Xxxxxxx'x behalf expressly for use in any untrue registration statement or alleged untrue statement of a material fact contained in any Registration Statementprospectus relating to the Registrable Securities, Prospectus or preliminary prospectus or any amendment or supplement thereto, or any preliminary prospectus or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) any violation or alleged violation by Xxxxxxx of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will not be liable to any Holder to the extent that such any Damages arise result from or are based upon any untrue statement or omission (x) based upon written information furnished to Xxxxxxx by any Holder expressly for the inclusion in such Registration Statement, (y) made in any preliminary prospectus if any Holder failed to deliver fact that a current copy of the Prospectus with prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the delivery of written confirmation of the sale by of the Registrable Securities concerned to such Holder Person if it is determined that it was the responsibility of Xxxxxxx to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Xxxxxxx also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 5.07. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 5, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the party asserting extent customarily provided by underwriters with respect to similar securities. Xxxxxxx shall not be liable under this Section 5.07 for any Damages in excess of the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission and (z) made net proceeds realized by Xxxxxxx in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities of Xxxxxxx to the party asserting the claim underlying which such DamagesDamages relate.

Indemnification by Xxxxxxx. Xxxxxxx agrees to indemnify each Purchaser and their respective Representatives (collectively, “Purchaser Related Parties”) from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless each Holder of Registrable Securitiesagainst, its officers, directors, partners and employees and each person who controls such Holder (within the meaning of Section 15 of the Securities Act) from and against any and all lossesactions, claimssuits, damages and liabilities proceedings (including any investigationinvestigations, legal litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses reasonably incurred in connection withwith investigating, and defending or preparing to defend any amount paid in settlement such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claim, as a result of, arising out of, or in any actionway related to (i) the failure of any of the representations or warranties made by Xxxxxxx contained herein to be true and correct in all material respects as of the date made (except with respect to any provisions including the word “material” or words of similar import, suit or proceeding or any claim asserted) (collectively, "Damages") with respect to which such Holder may become subject under the Securities Act, the Exchange Act representations and warranties must have been true and correct) or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinbreach of any covenants of Xxxxxxx contained herein, provided that, in light the case of the circumstances under which they were madeimmediately preceding clause (i), not misleading and (iii) any violation or alleged violation by Xxxxxxx of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will not be liable to any Holder to the extent that such Damages arise from or are based upon any untrue statement or omission (x) based upon written information furnished to Xxxxxxx by any Holder expressly claim for the inclusion in such Registration Statement, (y) indemnification is made in any preliminary prospectus if any Holder failed to deliver a copy of the Prospectus with or prior to the delivery expiration of written confirmation such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall have given notice (stating in reasonable detail the basis of the sale by claim for indemnification) to Xxxxxxx shall constitute the date upon which such Holder claim has been made; provided, further, that the liability of Xxxxxxx shall not be greater in amount than the Purchase Price. No Purchaser Related Party shall be entitled to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement recover special, consequential or omission and (z) made in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such Damagespunitive damages under this Section 5.01.

Indemnification by Xxxxxxx. Xxxxxxx Veralto agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder of Registrable SecuritiesHolder, its such Holder’s Affiliates and their respective officers, directors, partners employees, advisors, and employees agents and each person Person who controls such Holder (within the meaning of Section 15 of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages and damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including any investigation, reasonable costs of investigation and legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim assertedexpenses) (collectivelyeach, "Damages"a “Loss” and collectively “Losses”) to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary prospectus Prospectus contained therein or any amendment thereof or supplement theretothereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that Veralto has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, not misleading and (iii) any violation or alleged violation by Xxxxxxx of the Securities Acthowever, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will Veralto shall not be liable to any Holder particular indemnified party in any such case to the extent that any such Damages arise from Loss arises out of or are is based upon any an untrue statement or alleged untrue statement or omission (x) based or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to Xxxxxxx Veralto by any Holder such indemnified party expressly for use in the inclusion preparation thereof. This indemnity shall be in addition to any liability Veralto may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Registration Statement, (y) made in Holder or any preliminary prospectus if any Holder failed to deliver a copy indemnified party and shall survive the transfer of the Prospectus with or prior to the delivery of written confirmation of the sale such securities by such Holder to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission and (z) made in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such DamagesHolder.

Indemnification by Xxxxxxx. Subject to the terms and -------------------------- conditions contained herein, Xxxxxxx hereby agrees to indemnify and hold harmless each Holder of Registrable Securitiesthe Company, its Subsidiaries after the Closing, their respective officers, directorsdirectors and agents and Prior, partners individually and employees and each person who controls such Holder (within the meaning of Section 15 as Trustee of the Securities Act) 1994 Prior Charitable Remainder Trust, from and against any and all losses, claimsliabilities, damages damages, costs, and liabilities expenses (including including, without limitation, reasonable attorney's fees and any investigation, legal or other and all expenses whatsoever reasonably incurred in connection withinvestigating, preparing or defending any action, suit or proceeding, commenced or threatened) of any kind and any amount paid in settlement ofnature (collectively, "Losses") (A) which relate to or arise out of any action, suit or proceeding ------- brought by or on behalf of any claim assertedstockholder of the Company or ECI arising out of or relating to (i) the repurchase by the Company of shares of Company Common Stock owned by Prior and/or the Trust pursuant to the Recapitalization Agreement or (collectivelyii) the number of shares of ECI Common Stock to be received by Xxxxxxx pursuant to the Merger Agreement, "Damages"or (B) which relate to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Damages arise out of any action, suit or are based upon (i) any proceeding arising out of relating to an untrue statement of a material fact or alleged untrue statement of a material fact contained in any Registration the proxy statement/prospectus to be delivered to holders of Company Common Stock (the "Proxy Statement, Prospectus ") or preliminary prospectus or any amendment or supplement thereto, (ii) the omission or alleged omission to --------------- state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light but only with respect to the beneficial ownership of stock of the circumstances under which they were made, not misleading and (iii) any violation or alleged violation Company by Xxxxxxx and/or members of the Securities Act, the Exchange Act his family and his or any state securities or blue sky laws in connection their Affiliates and biographical information with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Xxxxxxx will not be liable respect to any Holder to the extent that such Damages arise from or are based upon any untrue statement or omission (x) based upon written information furnished to Xxxxxxx by any Holder expressly for the inclusion in such Registration Statement, (y) made in any preliminary prospectus if any Holder failed to deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the party asserting the claim underlying such Damages and such Prospectus would have corrected such untrue statement or omission and (z) made in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such DamagesXx. Xxxxxxx.

Indemnification by Xxxxxxx. In the event of any registration or qualification under the Securities Act or any Canadian Securities Act by any registration agreement or prospectus pursuant to rights herein granted of Registrable Securities held by a Xxxxxxx agrees to indemnify and Party who becomes a Selling Xxxxxxx Party, Xxxxxxx will hold harmless each Holder of Registrable Securities, its officers, directors, partners and employees such Selling Xxxxxxx Party and each person underwriter of such securities and each other Person, if any, who controls such Holder (Selling Xxxxxxx Party or such underwriter within the meaning of Section 15 of the Securities Act) from and , against any and all losses, claims, damages and or liabilities (including any investigationlegal fees and costs of court), legal joint or other expenses reasonably incurred in connection withseveral, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) (collectively, "Damages") to which such Holder may become Selling Xxxxxxx Party or such underwriter or controlling Person becomes subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law applicable Canadian Securities Acts or otherwise, insofar as such Damages losses, claims, damages or liabilities (or any actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained contained, on its effective date, in any Registration Statementregistration statement under which such securities were registered under the Securities Act, Prospectus or in any related preliminary or (final) prospectus, or in any preliminary prospectus or (final) prospectus under which such securities were qualified for distribution under any Canadian Securities Act, or any amendment or supplement theretoto any of the foregoing, (ii) or which arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading misleading; and (iii) will reimburse such Selling Xxxxxxx Party and each such underwriter and each such controlling Person for any violation or alleged violation by Xxxxxxx of the Securities Act, the Exchange Act legal or any state securities or blue sky laws other expenses reasonably incurred by them in connection with the Registration Statementinvestigating or defending any such loss, Prospectus claim, damage or preliminary prospectus or any amendment or supplement theretoliability; provided, provided however, that Xxxxxxx will shall not be liable to such Selling Xxxxxxx Party or its underwriters or controlling Persons in any Holder such case to the extent that any such Damages arise from loss, claim, damage or are liability arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, preliminary or (xfinal) based prospectus or such amendment or supplement, in reliance upon written and in conformity with information furnished to Xxxxxxx by any Holder expressly for the inclusion in such Registration Statement, (y) made in any preliminary prospectus if any Holder failed to deliver through a copy of the Prospectus with or prior to the delivery of written confirmation of the sale instrument duly executed by such Holder to Xxxxxxx Xxxxxxx Party or such underwriter specifically for use in the party asserting the claim underlying preparation thereof or results from any improper conduct of such Damages and Selling Xxxxxxx Party or any such Prospectus would have corrected such untrue statement underwriter or omission and (z) made in any Prospectus if such untrue statement or omission was corrected in an amendment or supplement to such Prospectus and such Holder failed to deliver such amendment or supplement prior to or concurrently with the sale of Registrable Securities to the party asserting the claim underlying such Damagescontrolling Person.