Indemnity Obligations. An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.
Indemnity Obligations. The School’s indemnity obligations under this provision and elsewhere in the Charter shall survive the expiration or termination of this Charter.
Indemnity Obligations. Notwithstanding anything to the contrary in this Agreement:
Indemnity Obligations. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Indemnitees from and against any and all Liabilities, including but not limited to those for Damages or Litigation Expenses specified in Section 5.2.1.
Indemnity Obligations. In addition to the obligations set forth in Article II,
Indemnity Obligations. (a) Subject to Sections 11.3 and 11.4 hereof, the Company and the Stockholders by adoption of this Agreement and approval of the transactions contemplated hereby, jointly and severally agree to indemnify and hold the Parent and Buyer (including their respective representatives and affiliates) harmless from, and to reimburse the Parent for, any Losses (as that term is hereinafter defined) directly or indirectly arising out of, based upon or resulting from (i) any inaccuracy in or breach of any representation or warranty of the Company and the Stockholders set forth in Article II of this Agreement or any Schedule or certificate delivered by the Company pursuant hereto; and (ii) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of the Company which are contained in this Agreement or any agreement entered into in connection herewith including, without limitation, the covenants set forth in Article VII of this Agreement. For purposes of this Agreement, the term “Losses” shall mean any and all losses, damages, deficiencies, liabilities, obligations, actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, fees, diminution in value, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of accountants and counsel) of any nature whatsoever.
Indemnity Obligations. (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a).
Indemnity Obligations. Notwithstanding any provision in this Agreement to the contrary, in no event shall the provisions of this Article 9 limit the rights of either party against the other party due to the other party’s obligation to indemnify such party in accordance with this Agreement or the damages recoverable pursuant to such indemnification obligations. This section shall survive the Closing (and not be merged therein) or the earlier termination of this Agreement.
Indemnity Obligations. (a) Except as provided in subsection (b) of this Section 9.1, each Company shall, without limitation as to time, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Purchaser and each partner, member, manager, director, officer, shareholder, beneficial owner, any partner, member, manager, director, officer, shareholder, trustee, beneficial owner, partner, member of any shareholder, beneficial owner, partner or member of the Purchaser, and all employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any of the foregoing (each, an "Indemnified Party" and, collectively, the "Indemnified Parties") for, from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement and damages of whatever kind or nature (including, without limitation, reasonable attorneys’ fees, court costs and other costs of defense) (collectively, "Losses") incurred by it or them and arising out of or in connection with this Agreement, the Securities, or any other Transaction Document, or the transactions contemplated hereby or thereby, or caused by, incurred or resulting from any Company’s or any of its Subsidiaries’ operations of or relating in any manner to the business of any Company or any of its Subsidiaries, the Collateral or the Premises, or from any breach of, default under, or failure to perform, any representation, warranty, covenant, agreement or any other term or provision of this Agreement by any Company or any of its Subsidiaries, the holders of any Company’s or any of its Subsidiaries’ Equity Interests, the Company’s or any of its Subsidiaries’ directors, officers, employees, agents or other persons. Without limiting the generality of the foregoing, this indemnity shall extend to any Losses arising from (a) any accident, injury to or death of any person or loss of or damage to property occurring in connection with any Company or any of its Subsidiaries, their business or operations, the Collateral or the Premises or any portion thereof, (b) any use, non-use or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, the Collateral or the Premises or any portion thereof or the sidewalks...
Indemnity Obligations. Each Party (the “Indemnifying Party”) shall indemnify the other Party and its Affiliates, directors, officers, employees and agents and their respective successors, heirs and assigns (each an “Indemnified Person”) against any liability, damage, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon them arising from bodily injury or property damage claims made by Third Parties asserted against the Indemnified Person and its Affiliates, directors, officers, employees and agents under this Agreement or arising under any theory of liability (including product liability actions in the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that (a) the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Parties, (b) the act for which indemnification is sought did not constitute gross negligence or reckless or intentional misconduct by such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suit, action or demand, and (e) payment and indemnification of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayed, or by a court of competent jurisdiction.
