Nature of Indemnification. Buyer’s right to indemnification and payment of Indemnifiable Losses, or other remedy, based on Seller’s representations, warranties, covenants and obligations, shall not be affected by any investigation conducted by Buyer or any knowledge acquired (or capable of being acquired) at any time by Buyer, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The parties recognize and agree that the representations, warranties and covenants operate as bargained for promises and risk allocation devices and that, accordingly, Buyer’s knowledge, and the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification or payment of Indemnifiable Losses pursuant to this Article IX, or other remedy, based on such representations, warranties, covenants, and obligations.
Nature of Indemnification. The indemnified party's right to indemnification and payment of Indemnifiable Losses, or other remedy, based on the indemnifying party's representations, warranties, covenants and obligations, shall not be affected by any investigation conducted by the indemnified party or any knowledge acquired (or capable of being acquired) at any time by the indemnified party, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The parties recognize and agree that the representations, warranties and covenants operate as bargained for promises and risk allocation devices and that, accordingly, the parties' respective knowledge, and the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification or payment of Indemnifiable Losses pursuant to this Article 9, or other remedy, based on such representations, warranties, covenants, and obligations.
Nature of Indemnification. FARO shall indemnify, defend and hold harmless the COMPANY from and against all liability or expense of any kind arising out of or relating to any claim, demand or action against the COMPANY alleging that the PRODUCTS or any portion thereof as furnished under this agreement and used within the scope of the license hereunder infringes any third party rights in copyright or issued patent or the trade secret rights of any third party, provided that the COMPANY promptly gives written notice of the claim, demand or action to FARO and permits FARO to control the defense of and settlement of such claim, demand or action either in FARO'S for the COMPANY'S name (at FARO'S option).
Nature of Indemnification. The Parties agree that the indemnification obligations are integral parts of this Agreement and that consideration has been provided therefore. This Agreement and the indemnification obligations given hereunder are freely and voluntarily given, and the Parties acknowledge and represent that they have fully reviewed the terms contained herein, that they are fully informed with respect to the legal effect of this Agreement, and that they have voluntarily chosen to accept the terms and conditions hereof.
Nature of Indemnification. Indemnitor’s liability is not conditioned or contingent on the Lease’s enforceability or validity. This Agreement applies to the construction costs referenced herein only. It does not obligate Indemnitor to perform any obligation of Tenant under the Lease or otherwise.
Nature of Indemnification. The right of indemnification provided for herein (i) shall not be deemed exclusive of any other rights of an Indemnitee, (ii) shall be deemed to create contractual rights in favor of such Indemnitee, (iii) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were determined to be entitled to indemnification hereunder and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of such Indemnitees and (iv) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The rights of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal. The indemnification obligations provided in this Agreement shall survive the expiration or earlier termination of this Agreement.
Nature of Indemnification. The Indemnified Party’s right to indemnification and payment of Indemnifiable Losses, or other remedy, based on the Indemnified Party’s representations, warranties, covenants and obligations, shall not be affected by any investigation conducted by the Indemnified Party or any knowledge acquired (or capable of being acquired) at any time by the indemnified party, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation, provided, however, that the Indemnified Party shall be obligated to disclose to the indemnifying party any such information uncovered by the Indemnified Party and allow the indemnifying party a reasonable time to cure such inaccuracy or non-compliance with, any such representation, warranty, covenant or obligation. The parties recognize and agree that the parties’ respective knowledge, and the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification or payment of Indemnifiable Losses pursuant to this Article 9, or other remedy, based on such representations, warranties, covenants, and obligations.
Nature of Indemnification. The parties hereby agree that their respective indemnification obligations set forth in Sections 6.1 and 6.2 are to be deemed complementary with and supplemental to any specific indemnification obligations set forth elsewhere in this Agreement, that those specific indemnification obligations set forth elsewhere in this Agreement shall not be deemed to limit or restrict the indemnification obligations set forth in Sections 6.1 and 6.2, and that the indemnification obligations set forth in Sections 6.1 and 6.2 shall not be deemed to limit or restrict the specific indemnification obligations set forth elsewhere in this Agreement.
Nature of Indemnification. The indemnification and advancement of ------------------------- expenses provided hereunder shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Certificate of Incorporation, these Bylaws, any agreement, vote of stockholders or disinterested directors or otherwise, both as to actions taken in an official capacity and as to actions taken in any other capacity while holding such office, shall continue as to a person who has ceased to be a director, officer, employee or agent of the Company and shall inure to the benefit of the heirs, executors and administrators of such person.
Nature of Indemnification. The Indemnified Party’s right to indemnification and payment of Indemnifiable Losses, or other remedy, based on the indemnified party’s representations, warranties, covenants and obligations, shall not be affected by any investigation conducted by the indemnified party or any knowledge acquired (or capable of being acquired) at any time by the Indemnified Party, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation.
