Indemnification Waivers. (a) In addition to the Issuer’s other obligations under this Note, the Issuer agrees to defend, protect, indemnify and hold harmless the Holder and all of its Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitees, whether prior to or from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Note or any other document executed in connection with the transactions contemplated by this Note, (ii) any Holder’s furnishing of funds to the Issuer under this Note, including, without limitation, the Issuer’s use of the proceeds thereof, (iii) the Holder relying on any instructions of the Issuer or the handling of the collateral pledged by the Issuer in support of this Note, (iv) any matter relating to the transactions contemplated by this Note or by any document executed in connection with the transactions contemplated by this Note, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Issuer shall not have any obligation to any Indemnitee under this subsection (a) for any breach of the Subordination Agreement by the Indemnitees or for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction.
(b) To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 11 may be unenforceable because it is violative of any law or public policy, the Issuer shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.
(c) The Issuer shall not assert, and hereby waives, any claim against the Indemnitees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefo...
Indemnification Waivers. Each director and officer of Source ----------------------- shall have executed and delivered to NDC Waivers in substantially the form of Exhibit 14 which will provide that such director or officer release their rights of indemnification under the bylaws of Source or Sub or the DGCL or otherwise with respect to claims arising from their acting or failing to act in connection with the Divestiture or with the allocation of consideration to be paid by NDC pursuant to the transactions contemplated by this Agreement and the PMSI Agreement, except and to the extent such is covered by directors' and officers' insurance.
Indemnification Waivers. The Debtor shall indemnify and hold harmless the Secured Party from any and all liability or damage which the Secured Party may incur in the exercise and performance, in good faith, of any of its powers and duties specifically set forth herein, but not for any liability or damage incurred on account of the gross negligence or willful misconduct of the Secured Party provided, however, that Debtor shall not indemnify Secured Party from and against claims asserted by third parties as a consequence of the Secured Party's negligence or misconduct. No delay or omission on the part of the Secured Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. No course of dealing between the Debtor and the Secured Party nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or in the exercise of any other right, power or privilege. The Secured party shall be under no duty or liability with respect to the Collateral other than to use reasonable care in the custody of any Collateral while in its possession and shall not be liable for any failure to take action necessary to preserve rights against prior or other parties on any instrument constituting the Collateral.
Indemnification Waivers. 12.1 Neither Party shall indemnify, defend or hold the other Party harmless from and against any loss, cost, damage, liability, or expense (including reasonable legal fees) suffered or incurred by such Party in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third party with respect to the Licensed Products.
12.2 TI shall not be held responsible for unauthorized use of the firmware (executable code distributed in modules or for field upgrades) through illegal copying or by other means circumventing the code protection by third parties. TI shall not be liable to Airbee for its customers’ actions with regard to the Licensed Products.
Indemnification Waivers. 33 19.1 Indemnification of the Operator............................... 33 19.2 Indemnification for Product Liability and Related Claims...
Indemnification Waivers. The Debtor shall indeninify and hold harmless Bank from any and all liability or damage which Bank may incur in the exercise and performance, in good faith, of any of its powers and duties specifically set forth herein; provided, however, that Debtor shall not indemnify Bank from and against claims asserted by third parties as a consequence of Bank’s gross negligence or willful misconduct of Bank. No delay or omission on the part of Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. No course of dealing between the Debtor and Bank nor any failure to exercise, nor any delay in exercising, on the part of Bank, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or in the exercise of any other right, power or privilege. Bank shall be under no duty or liability with respect to the Collateral other than to use reasonable care in the custody of any Collateral while in its possession and shall not be liable for any failure to take action necessary to preserve rights against prior or other parties on any instrument constituting the Collateral.
Indemnification Waivers. The Parent shall have received copies of written waivers from those persons serving as directors of Application Group, Inc. as of September 30, 1994 in respect of the Company's obligation to indemnity such persons from any tax liabilities arising from the Transactions, as defined in that certain Exchange Agreement dated as of October 1, 1994 among the Company and the other parties thereto.
Indemnification Waivers
