Indemnification Terms. The Corporation agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive's alleged action in an official capacity while serving as a director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Corporation to the fullest extent permitted or authorized by the Corporation's certificate of incorporation or bylaws or, if greater, by the laws of the State of Massachusetts, against all cost, expense, liability and loss (including, without limitation, attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, employee or agent of the Corporation or other entity and shall inure to the benefit of Executive's heirs, executors and administrators. The Corporation shall advance to Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Corporation of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.
Indemnification Terms. 9.1.1 From and after the Signing Date, Sellers shall jointly and severally indemnify, save, hold harmless and defend the Buyer Parties and Newco from and against: (a) any and all claims, demands, causes of action, loss or damage arising from, or in connection with the Assets and the Shares that was incurred or derived from an event which occurred before the Signing Date or attributable to the period before the Signing Date; and (b) all Damages and/or Actions incurred by the Buyer Parties and Newco arising out of or resulting from any breach of any Warranty made by Sellers contained in Section 3.1 (and not disclaimed in Section 3.3), or breach of any obligation, covenant or agreement made by a Seller Party under this Agreement, or breach of any affirmations of such Warranties contained in the certificate delivered by Sellers at Completion pursuant to Section 7.1.2.5.
Indemnification Terms. No Party will have obligations or liability under this Section 13 (Indemnification) arising from infringement caused by modification, misuse or combinations of the Services or Customer Data, as applicable, with any other product, service, software, data, content, RU PHWKRG ,Q DGGLWLRQ &URZQSHDN ZLOO KDYH QRof itsRHEQOGL JXDVWHLUR¶QV XRVUH ORLID EWLKOHL notification to discontinue such use.
Indemnification Terms. (a) All representations and warranties contained in this Agreement or given in writing pursuant to this Agreement, or in any other agreement, certificate, instrument or document delivered in connection with the transactions contemplated by this Agreement shall survive the Closing for a period of one (1) year, except (i) the representations and warranties set forth in Sections 5(a) (Organization and Authority), 5(b) (Title), 5(f) (No Violation of Conflict), 5(h) (Taxes), and Section 5(p) (Ownership) shall survive for the applicable statute of limitations plus sixty (60) days, (ii) the representations and warranties set forth in Section 5(d) (No Legal Action), 5(e) (Compliance with Laws), and 5(q) (Employees; Labor Matters) shall survive the Closing for a period of three (3) years (such representations and warranties described in clauses (i) and (ii), the “Seller Fundamental Representations”), (iii) and the representations and warranties set forth in Section 6(a) (Organization and Authority) (“Buyer Fundamental Representations”), shall survive for the applicable statute of limitations plus sixty (60) days, and (iv) any misrepresentation arising from fraud shall survive indefinitely. Upon delivery of written notice to Seller of any claim arising from or related to the representations and warranties set forth in Section 5 or written notice to Buyer of any claim arising from or related to the representations and warranties set forth in Section 6 given within the survival periods set forth herein, the representations and warranties to which such claims apply shall then continue in full force and effect with respect to such claims until such claims are fully and finally adjudicated or otherwise settled by the parties. Any covenants and agreements contained herein that by their terms expressly survive Closing or contemplate performance after Closing shall survive Closing and continue in full force following Closing until (A) in the case of all covenants and agreements that have specified terms or periods, until the expiration of the terms or periods specified therein, and (B) in the case of all other covenants and agreements that do not have specified terms or periods, until the fulfillment thereof.
Indemnification Terms. Each indemnification under this Agreement shall be subject to the following provisions: The indemnitee shall notify indemnitor of any such claim against indemnitee within 30 days after it has notice of such claim, but failure to notify indemnitor shall in no case prejudice the rights of indemnitee under this Agreement unless indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should indemnitor fail to discharge or undertake to defend indemnitee against such liability within thirty (30) days after the indemnitee gives the indemnitor written notice of the same, then indemnitee may settle such liability on such terms as it may deems appropriate in good faith, and such settlement shall not impair the indemnitor's liability.
Indemnification Terms. Subject to Sections 4 and 16 below, the Company will indemnify, defend and hold harmless Indemnitee to the fullest extent permitted by the laws of the State of Ohio in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification (but in no case less than the extent permitted under the laws in effect as of the date hereof) against all Indemnifiable Losses relating to, resulting from or arising out of any Claim. The Indemnitee will notify the Company of any Claim or anticipated Claim as set forth in Section 16. The failure by Indemnitee to timely notify the Company of such Claim will not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of the Claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.
Indemnification Terms. The Corporation agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Corporation to the fullest extent permitted or authorized by the Corporation’s certificate of incorporation or bylaws or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Corporation or other entity and shall inure to the benefit of the Executive’s heirs, executors and administrators. The Corporation shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Corporation of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.
Indemnification Terms. The Owner or ASII, as applicable, shall use commercially reasonable efforts to mitigate any losses arising from an indemnifiable claim. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the purchase price for tax purposes, unless otherwise required by law. Subject to Section 12.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from common law fraud, securities fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth in this Agreement or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE 9. Nothing in this Section 9.04 shall limit any Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party's fraudulent, criminal or intentional misconduct.
Indemnification Terms. The indemnification obligation in Section 8.2 shall be effective only if: (1) Business Partner is not in default of its payment obligations to Vendor, (2) Business Partner has given prompt notice of the Claim and permitted Vendor to control the defense and settlement, if any, and (3) Business Partner has reasonably cooperated in the defense of the claim. To reduce or mitigate damages, Vendor may at its own expense procure the right for Business Partner to continue licensing and distributing the Product or replace it with a non-infringing product. If Vendor supplies a non-infringing update or version of the Product, Business Partner shall promptly supply the same to its Customers and install the same at its Customer locations. If, in its judgment, Vendor deems that, due to the Claim or for any other reason, it is not in Vendor's interest to continue distributing the Products, Vendor, without breaching this Agreement, may terminate the distribution of any or all of the Products.
Indemnification Terms. Viisage shall defend or, at its option, settle any claim or proceeding brought against ImageWare to the extent that it is based on an assertion that the Program infringes any United States patent or copyright of any third party and shall indemnify ImageWare against all costs, damages, and expenses finally awarded against ImageWare which result from any such claim, provided that Viisage shall have no liability hereunder unless (a) ImageWare gives prompt written notice of any such claim or proceeding, (b) Viisage has sole control of the defense of any such claim or proceeding and all negotiations for its compromise or settlement, and (c) ImageWare reasonably cooperates in the defense and settlement thereof and does not admit liability or settle such claim without Viisage's written consent. In the event that the Program is likely to become, in Viisage's opinion, or becomes, the subject of a claim, suit, proceeding, or action for infringement or misappropriation of a United States patent or copyright, Viisage shall have the right, at its option and expense, to perform one of the following in its discretion:
