Indemnification by Xxxxxxxxxx. Xxxxxxxxxx agrees to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 6(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Marketing Material, any Section 5(d) Written Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) in reliance upon and in conformity with information relating to Xxxxxxxxxx and furnished to the Company in writing by Xxxxxxxxxx expressly for use therein. The Company hereby acknowledges that the only information that Xxxxxxxxxx has furnished to the Company expressly for use in any preliminary prospectus, any Issuer Free Writing Prospectus, any Marketing Material, any Section 5(d) Written Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) are the following statements set forth under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: the sixth paragraph and the statements under the caption “Price Stabilization, Short Positions and Penalty Bids” (the “Xxxxxxxxxx Information”).
Indemnification by Xxxxxxxxxx. Xxxxxxxxxx will defend, indemnify and hold harmless Dyax, its Affiliates and licensees and their respective directors, officers, employees and agents (the "Dyax Indemnified parties") from and against all Losses arising from or occurring as a result of a third party's claim (including any third party product liability or infringement claim), action, suit, judgment or settlement to the extent such Losses are due to or based upon: (i) the negligence, recklessness, bad faith, intentional wrongful acts or omissions or violations of applicable law or regulation by or of Xxxxxxxxxx or its Affiliates or their respective directors, officers, employees or agents; or (ii) the breach by Xxxxxxxxxx of the terms of, or the inaccuracy of any representation or warranty made by it in this Agreement; except, in each case, to the extent that such Losses arise out of, and are allocable to any cause set forth in Section 6.4(a)(i), (ii) or (iii).
Indemnification by Xxxxxxxxxx xxx Xxxxxxxxxx.xxx shall cause SFDC to defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights ( a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by SFDC in writing of, a Claim Against Customer; provided that Customer (a) promptly gives Xxxxxxxxxx.xxx written notice of the Claim Against Customer, (b) gives Xxxxxxxxxx.xxx or, as applicable, SFDC, sole control of the defense and settlement of the Claim Against Customer (provided that Xxxxxxxxxx.xxx or, as applicable, SFDC, may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) provides to Xxxxxxxxxx.xxx or, as applicable, SFDC, all reasonable assistance, at Xxxxxxxxxx.xxx’s or, as applicable, SFDC’s expense. If Xxxxxxxxxx.xxx or, as applicable, SFDC, receives information about an infringement or misappropriation claim related to a Service, SFDC may, or Xxxxxxxxxx.xxx may request that SFDC, in its discretion and at no cost to Customer (x) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Xxxxxxxxxx.xxx’s warranties under “Xxxxxxxxxx.xxx Warranties” above, or, (y) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or, (z) alternatively, Xxxxxxxxxx.xxx may in its discretion terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Content, a Non-SFDC Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.
Indemnification by Xxxxxxxxxx. XXXXXXXX.XX shall at its cost and expense (i) defend or settle any claim brought against Customer and its directors, officers and employees (“Customer Indemnitee(s)”) by an unaffiliated third party alleging that Customer’s use of the SaaS Product infringes or violates that third party’s intellectual property right(s), and (ii) pay, indemnify and hold Customer Indemnitees harmless from any settlement of such claim or any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim.
Indemnification by Xxxxxxxxxx. 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 Disposition Date, SharkNinja TopCo shall and shall cause the other members of the SharkNinja Group to indemnify, defend and hold harmless the JS Global Indemnitees from and against any and all Indemnifiable Losses of the JS Global Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the SharkNinja Liabilities, including the failure of any member of the SharkNinja Group or any other Person to pay, perform or otherwise discharge any SharkNinja Liability in accordance with its respective terms, whether prior to, at or after the Disposition Date, (b) any SharkNinja Asset or SharkNinja Business, whether arising prior to, at or after the Disposition Date, (c) any breach by SharkNinja or SharkNinja TopCo 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 or (d) any Liabilities of the JS Global Group under any of the agreements listed on Schedule 7.3.
Indemnification by Xxxxxxxxxx. Morressier, at its expense, will defend Customer from and against all actions, proceedings, claims, and demands brought by a third party (a “Third-Party Claim”) alleging that the Services, as made available by Xxxxxxxxxx, infringe or misappropriate any intellectual property rights of such third party, and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Xxxxxxxxxx in writing of, a Third-Party Claim. Notwithstanding anything to the contrary in this Agreement, the foregoing defense and indemnification obligations will not apply with respect to any Third-Party Claim to the extent arising out of or relating to: (i) the Customer Data or specifications or requirements provided by or on behalf of Customer; (ii) use of the Services in combination with any software, hardware, network, technology, or system not supplied or approved by Morressier; (iii) any modification of the Services other than by Morressier or with its approval; or (iv) use of the Services other than as authorized under this Agreement.
Indemnification by Xxxxxxxxxx. Subject to the limitations set forth in this ARTICLE IX, and notwithstanding the closing conditions set forth in Section 7.1, Xxxxxxxxxx shall indemnify and hold harmless the Buyer and its directors, shareholders, officers and Employees (in their capacity as such), and its and their Affiliates and agents (in all, the “Buyer Indemnified Persons”) against and in respect of any and all Losses incurred directly or indirectly, in connection with, arising from or as a result of:
(a) any breach, non-fulfillment or violation of the covenants made in this Acquisition Agreement by Xxxxxxxxxx or any of its Affiliates;
(b) any breach of any of the representations and warranties made in this Acquisition Agreement by Xxxxxxxxxx;
(c) the ownership, use or possession of the Excluded Assets;
(d) the Retained Liabilities;
(e) the license granted to Sellers for the Xxxxxxxxxx Software set forth on Schedule 6.13; or
(f) any fraud, intentional misrepresentation or criminal acts committed by or on behalf of any Seller or any of its Affiliates on or prior to the Closing Date.
Indemnification by Xxxxxxxxxx. Xxxxxxxxxx, agrees to indemnify, defend and hold harmless Mexco and Las Americas Broadband, and each of their respective affiliates, past and present directors, officers, employees, agents, advisors and consultants, from any and all Damages incurred by, asserted against, resulting to, or imposed on, Mexco, directly or indirectly, as a result of, or arising out of (i) the inaccuracy or breach of any individual representation or warranty made by Xxxxxxxxxx in this Agreement as of the date of this Agreement or the Closing Date, or (ii) the breach by Xxxxxxxxxx of the covenants referred to in Sections 7.2 and 7.3 of this Agreement.
Indemnification by Xxxxxxxxxx. Mainbridge hereby agrees to indemnify and hold harmless Liquidia, Xxxxxx, each Applicable Purchaser, their respective successors and assigns, and each present, future and former director, officer, employee, agent and representative thereof (each a “Liquidia/Sandoz Indemnitee”), from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal fees and expenses, of whatsoever kind and nature, imposed on, incurred by or asserted against any Liquidia/Sandoz Indemnitee by an unrelated third party, arising out of, or resulting from any claim by such third party that (i) the Pumps or Consumables infringe or violate the intellectual property rights of such third party, or (ii) a manufacturing or design defect in a Pump or Consumable caused personal injury to such third party. The applicable Liquidia/Sandoz Indemnitee shall give Mainbridge prompt written notice of any such claim described in this Section 11.2 (a “Liquidia/Sandoz Indemnitee Claim”); provided, however, that failure to provide such notice promptly shall not limit Mainbridge’s obligations under this Article 11 except to the extent Mainbridge was prejudiced thereby. The applicable Liquidia/Sandoz Indemnitee will reasonably cooperate with Mainbridge, at Mainbridge’s sole cost and expense, to defend and/or settle such Liquidia/Sandoz Indemnitee Claim. Mainbridge shall have sole control over the defense and settlement of the Liquidia/Sandoz Indemnitee Claim. Mainbridge shall not, without the prior written consent of any affected Liquidia/Sandoz Indemnitee, such consent not to be unreasonably withheld, enter into any settlement which imposes on such Liquidia/Sandoz Indemnitee any obligation other than the payment of money, which payment is fully covered by Mainbridge’s indemnification obligations under this Section 11.2.
Indemnification by Xxxxxxxxxx xx Subject to this Agreement, Customer shall defend, indemnify and hold Demandware, its affiliates, employees, officers, directors and shareholders harmless against any loss or damage (including reasonable attorneys’ fees) (i) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Demandware by a third party alleging that the Customer Data or the Customer Storefront infringes the copyright or trade secret rights of, or has otherwise harmed, a third party, and (ii) product liability Claims by any third party to the extent that such product liability Claims are based upon or arise out of Customer’s use of the Service or Customer’s actions; provided, that Demandware (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim, without Demandware’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Demandware of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance.
