Newco Indemnification Sample Clauses
The Newco Indemnification clause requires Newco to compensate or protect another party from losses, damages, or liabilities arising from specific events or actions related to the agreement. Typically, this clause outlines the scope of indemnification, such as covering claims resulting from Newco’s breach of contract, negligence, or misconduct, and may detail procedures for making indemnification claims. Its core function is to allocate risk by ensuring that the party receiving indemnification is financially protected against certain defined risks associated with Newco’s actions or omissions.
Newco Indemnification. Newco agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act) and the officers, directors, affiliates, employees and agents of each of the foregoing (whether or not any litigation is commenced or threatened and whether or not such indemnified Persons are parties to any litigation commenced or threatened), against all losses, claims, damages, liabilities and expenses including, without limitation, attorneys' fees, expert fees and amounts paid in settlement, resulting from or arising out of any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Newco by such holder expressly for use therein or by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Newco has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, Newco will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the holders of the Registrable Securities or any underwriter and shall survive the transfer of such securities. The foregoing indemnity agreement is in addition to any liability that Newco may otherwise have to the holders of the Registrable Securities or any underwriter of the Registrable Securities or any controlling Person of the foregoing and the officers, directors, affiliates, employees and agents of each of the foregoing.
Newco Indemnification. Except as otherwise provided in Article V or Section 6.1(b), Newco and the Newco Group shall be liable for and shall indemnify, defend and hold harmless the members of the Company Group and Acquiror and each of their respective affiliates and Representatives from and against (A) all Taxes of the Company Group and the Newco Group for Pre-Merger Taxable Periods other than the Company Group's allocable share of Allowable Taxes for such Pre-Merger Taxable Periods, (B) all Taxes of the Company Group and the Newco Group for the portion of any Straddle Period ending on the Distribution Date other than the Company Group's allocable share of Allowable Taxes for such portion of any such Straddle Period, (C) all Taxes of the Newco Group for the portion of any Straddle Period beginning on the day after the Distribution Date (calculated by treating the day after the Distribution Date as the first day of a taxable period), (D) all Taxes of the Newco Group for Post-Merger Taxable Periods, (E) all liability (as a result of Treasury Regulation Section 1.1502-6(a) or otherwise) for Income Taxes of any person (other than a member of the Company Group or the Newco Group) which is or has ever been affiliated with any member of the Company Group or the Newco Group or with which any member of the
Newco Indemnification. Newco shall defend, indemnify and hold ▇▇▇▇▇▇ harmless with respect to any liability incurred by ▇▇▇▇▇▇ as a result of activities under this Agreement with respect to any claim of patent, trade name, trademark or copyright infringement or misuse (i) with respect to any Isolex(R) and Maxsep(R) Products, reagent kits or other products which are not being manufactured or supplied by ▇▇▇▇▇▇ (or its Subcontractor) for or to Newco under this Agreement or an agreement having the same date as this Agreement (or an extension or renewal thereof); or (ii) arising from any modification to product designs, specifications, procedures or product drawings/blueprints made by Newco subsequent to its acquisition thereof from ▇▇▇▇▇▇. At Newco's expense, ▇▇▇▇▇▇ shall cooperate fully with Newco in defending or otherwise resolving any such charges of infringement or misuse. Newco shall have full control of any litigation brought against ▇▇▇▇▇▇ alleging such infringement or misuse, but ▇▇▇▇▇▇ may at its own expense also be represented by its own counsel in any such litigation.
Newco Indemnification. In addition to its obligations under Articles 2.2(g) hereof, Newco shall indemnify, defend and hold harmless OPO and its affiliates and respective members, managers, directors, officers, employees and agents and the successors and assigns of any of the foregoing (each a “OPO Indemnitee”) from any and all claims, losses, costs, liabilities or expenses, including, without limitation, attorneys’ fees and other expenses of litigation resulting from a claim, suit or proceeding made or brought by a third party against a OPO Indemnitee arising out of the gross negligence or willful misconduct of Newco or its employees and agents, provided OPO gives Newco notice of the claim within thirty (30) days of first learning of the claim. The foregoing indemnity shall survive the expiration or termination of this Agreement.
Newco Indemnification. A. Newco will indemnify and defend Sprint, Sprint’s directors, officers, employees, agents and their successors, against all third party claims for damages, losses, liabilities or expenses, including reasonable attorneys’ fees, arising out of:
(1) Newco’s failure to obtain permits, licenses, or consents that Newco is required to obtain to enable Sprint to provide the Products or Services (e.g., landlord permissions or local construction licenses). This provision does not include permits, licenses, or consents related to Sprint’s general qualification to conduct business;
(2) Newco’s breach of the licensing requirements in the Software License section (Section 5.2);
(3) Newco’s failure to comply with any provision of the Use of Products and Services section (Section 6.2 of Attachment A to this Agreement); or
(4) Sprint’s failure to pay any tax based on Newco’s claim of a legitimate exemption under applicable law.
Newco Indemnification. Subject to the terms and conditions of this Section 8, Newco will hold harmless and indemnify the Contributors, each of their respective officers, directors, employees, representatives and agents, and each of their respective successors and assigns, from and against all Damages, directly or indirectly arising out of or attributable to (i) the inaccuracy of any representation or breach of any warranty made by Newco in this Agreement, or (ii) the failure of Newco to perform any of its obligations set forth herein after the Closing.