Parent’s Indemnity Sample Clauses

Parent’s Indemnity. (a) Parent shall indemnify and hold harmless Licensee, Permitted Sublicensees and their respective directors, officers, agents, representatives and employees (“Licensee Indemnified Parties”) from and against any and all Damages asserted against or incurred by the Licensee Indemnified Parties, arising out of any claim or suit involving an allegation of trademark infringement involving use of the XX Xxxxx in accordance with this Agreement. (b) Licensee shall give Parent reasonable notice within thirty (30) days of all claims, actions and suits subject to the indemnity in Section 9.9(a) to the extent it becomes aware of the same, and grant Parent the right to select counsel and settle or control such claim or suit at Parent’s expense; provided, that, in the event such suit or claim has, or has the reasonable potential to, materially impact the SpinCo Business (excluding any Former SpinCo Business) or Licensee’s ability to exercise its rights under the Agreement, Licensee shall have the right, at Licensee’s sole cost and expense, to participate in such claim or suit. If Xxxxxx decides not to take action with respect to such claims, Licensee may, upon Xxxxxx’s prior written approval, to be provided in Parent’s sole discretion, pursue such claim on its own at its sole cost and expense. Parent shall be permitted to participate and provide input in such matters, and Licensee must obtain prior written approval from Parent, to be provided in Parent’s sole discretion, prior to settling or otherwise resolving any such claims.
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Parent’s Indemnity. From and after the Effective Time, subject to the other terms and limitations in this Article X, Parent shall indemnify, defend, reimburse, and hold harmless the Company Indemnitees (as defined in Section 12.17) from and against any and all 58
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Parent’s Indemnity. The Parent shall (within 10 Business Days of a demand) indemnify (or cause to be indemnified) the Security Agent and every delegate against any cost, loss or liability (together with any applicable VAT (unless and to the extent such VAT is recoverable as input VAT) (other than any such cost, loss or liability which is required to be reimbursed or indemnified by an Obligor pursuant to any other Finance Document (or would have been required to be reimbursed or indemnified but for an exception to the reimbursement obligation included in any other Finance Document)), properly incurred by any of them as a result of: (a) any failure by any Obligor to comply with its obligations under Clause 21 (Fees and Expenses); or (b) the taking, holding, protection or enforcement of the Security or any part thereof; or (c) the proper exercise of any of the rights, powers, and discretions vested in any of them by the Finance Documents or by law; or (d) any default by any Obligor, Equity Finance Provider, Intra-Group Creditor or Intra-Group Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.
Sample 1
Parent’s Indemnity. The Parent shall indemnify and save the Seller and its Affiliates harmless from and against any and all Losses suffered or incurred by the Seller or its Affiliates as a result of or arising directly or indirectly out of or in connection with: (a) any breach by the Parent of, or any inaccuracy of, any representation or warranty of the Parent contained in this Agreement or in any agreement, certificate, exhibit or other document delivered pursuant hereto; (b) any breach or non-performance by the Parent of any covenant to be performed by it which is contained in this Agreement or in any agreement, certificate, exhibit or other document delivered pursuant hereto; (c) any fraud or intentional misrepresentation by the Parent; (1) any information or statement, contained in any Offering Document, which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (2) any untrue statement or alleged untrue statement of a material fact contained in an Offering Document, or (3) the omission or alleged omission to state in any Offering Document a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Parent will not be liable in any such case to the extent but only to the extent that any such Losses arise out of or are based upon any such misrepresentation, untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with Seller Information; (e) any order made or inquiry, investigation or proceeding commenced or threatened by any securities regulatory authority, stock exchange or by any other competent authority or any change of law or the interpretation or administration thereof which prevents or restricts the trading in or the sale of the Parent’s securities or the distribution of the Parent Shares in any jurisdiction; and (f) the non-compliance or alleged non-compliance by the Parent with any of the Applicable Securities Laws relating to or connected with the distribution of the Parent Shares, including the Parent’s non-compliance with any statutory requirement to make any document available for inspection.
Sample 1
Parent’s Indemnity. The Parent agrees to indemnify and hold the Buyer harmless from and against any and all liabilities, damages, obligations, claims and expenses (including, without limitation, costs of investigation and defense and reasonable attorney’s fees) (collectively “Losses”) that the Buyer sustains or becomes subject to as a result of , arising out of or relating to (i) the breach of any of the warranties, representations, covenants or agreements of the Parent or Litho made herein less any amounts actually received by Buyer in respect of such Loss under insurance policies, (ii) the ownership of the Interests or the operation of the Partnership in any period prior to the Closing, or (iii) any Liability of Parent or Litho.
Sample 1
Parent’s Indemnity. Subject to the terms, conditions and limitations set forth in this Agreement (including the provisions of this Article 7), Parent shall indemnify Buyers, their Affiliates and each of their respective officers, directors, managers, employees, agents, successors and assigns (collectively, the “Buyer Indemnified Parties”) against, and shall hold the Buyer Indemnified Parties harmless from and against, any and all claims, damages, costs, expenses, Taxes, penalties, obligations and other liabilities (including reasonable and documented attorneys’ fees and expenses in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between the parties hereto) (hereinafter referred to collectively as “Losses”) incurred or sustained by, or imposed upon, any of the Buyer Indemnified Parties based upon or arising out of: (i) subject to Section 7.3(g), any breach of any of the representations and warranties made by Sellers (or the Software Sellers) in this Agreement and in the other Transaction Documents, including the Software Purchase Agreements (each a “Seller Warranty Breach”); (ii) any failure of Sellers (or the Software Sellers) to perform any of its covenants or obligations under this Agreement or the other Transaction Documents, including the Software Purchase Agreements; (iii) all Seller Transaction Expenses; (iv) all Debt and other liabilities (including liabilities to employees) of the Parent and any Group Company that is not an Acquired Company; (v) the Settlement Amount.
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Related to Parent’s Indemnity

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

  • Seller’s Indemnity Seller hereby agrees to indemnify, defend and hold harmless Buyer, and its partners, members, officers, shareholders, directors, employees and agents (collectively, the "BUYER INDEMNIFIED PARTIES") from and against any and all losses, liabilities, fines and penalties and damages (including, without limitation, any damages or injury to persons, property or the environment as provided hereunder), or actions or claims in respect thereof (including, without limitation, amounts paid in settlement and reasonable cost of investigation, reasonable attorneys' fees and other legal expenses), resulting from third party claims (based upon the allegations set forth in such claims and whether or not ultimately successful) to which Buyer and/or the other Buyer Indemnified Parties may become subject or which Buyer and/or the other Buyer Indemnified Parties may suffer or incur, either directly or indirectly, insofar as such losses, liabilities or damages (or actions or claims in respect thereof) arise out of, are with respect to, or are based upon: (i) Seller's breach of any representation or warranty set forth in this Agreement; (ii) Seller's default in the performance of any of Seller's covenants set forth in this Agreement; (iii) Seller's failure to satisfy and discharge any and all obligations of Seller under the Ground Lease, the Loan Documents or any Contracts to which Seller is bound which obligations relate to any time period prior to the Closing; (iv) Seller's failure to fully satisfy and discharge any and all obligations of Seller regarding any current or former employees of Seller including, without limitation, any obligations of Seller for the payment of wages, salaries, benefits and other compensation; (v) Any obligations, liabilities or charges of Seller not expressly assumed by Buyer; or (vi) The operation and management of the Property (including any liabilities incurred with respect thereto) at any time on or prior to the Closing Date.

  • Tenant’s Indemnity Other than in respect of the Excluded Liability, the Tenant shall indemnify and save harmless the Landlord from any and all costs, expenses, claims, actions and losses of every nature and kind whatsoever and of and from all liabilities of every nature and kind whatsoever in connection with the Demised Premises and this Lease, whether accrued, actual, contingent including, without limitation, the following but for certainty, excluding the Excluded Liability: (1) any breach, violation or non-performance of any covenant, obligation or agreement in this Lease on the part of the Tenant to be fulfilled, kept, observed or performed; (2) all legal fees and disbursements incurred in connection with any appeal, pertaining in any manner to this Lease and the Demised Premises; (3) any damage to property, either real or personal, owned by the Landlord or others resulting at any time upon or occurring in or about the Demised Premises, unless caused by the negligence of the Landlord or those for whom the Landlord is in law responsible; (4) any personal or bodily injury to any person or persons, including death, resulting at any time upon or occurring in or about the Demised Premises, unless caused by the negligence of the Landlord or those for whom the Landlord is in law responsible; (5) any contract, lien, mortgage, charge or encumbrance on or in respect of the Demised Premises arising from or occasioned by the act, default or negligence of the Tenant or those for whom the Tenant is in law responsible; (6) all costs and expenses of every kind and nature relating to the Demised Premises, unless expressly excluded under this Lease or unless expressly stated in this Lease to be the responsibility of the Landlord. Without limiting the generality of the foregoing, the Tenant is not responsible for any costs incurred by the Landlord with respect to the preparation and/or review of such documentation required by the Landlord to give effect to the Demised Premises, unless expressly stated to be the responsibility of the Tenant; and (7) any appeal of an assessment of Taxes made by the Tenant, excluding any financial loss of the Landlord due to a reduction in the amount of Taxes payable by the Tenant resulting from such appeal being successful. This section shall survive the termination or expiry of this Lease, any provisions in this Lease to the contrary notwithstanding.

  • Buyer’s Indemnity THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, THE MANUFACTURER, EACH OF THE ASSOCIATED CONTRACTORS AND THEIR RESPECTIVE SUBCONTRACTORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR INJURIES TO OR DEATHS OF THE BUYER'S SAID REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8, (II) FOR LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES, AND (III) ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES. WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING SENTENCE, THE BUYER WILL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE SELLER WHERE THE LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE FROM THE SELLER'S, THE MANUFACTURER'S OR ANY OF THE ASSOCIATED CONTRACTORS' OR THEIR RESPECTIVE SUBCONTRACTORS' OR THEIR RESPECTIVE OFFICERS', AGENTS' OR EMPLOYEES' WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

  • Seller Indemnity Subject to the provisions of Section 8.04 hereof, Seller shall defend, indemnify and hold harmless Buyer (and their respective directors, officers, employees, agents, affiliates, successors and assigns) from and against any and all demands, claims, payments, defenses, obligations, recoveries, deficiencies, fines, penalties, interest, assessments, actions, liens, causes of action, suits, proceedings, judgments, losses, damages (including without limitation punitive, exemplary or consequential damages, lost income and profits, interruptions of business and diminution in the value of stock), liabilities, costs, and expenses of any kind (including without limitation (i) interest, penalties and reasonable attorneys' fees and expenses, (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) consultants' fees and other costs of defending or investigating any claim hereunder), whether accrued, absolute, contingent, known, unknown, or otherwise as of the Closing Date or thereafter asserted against, imposed upon or incurred by Buyer or its directors, officers, employees, agents, affiliates, successors or assigns by reason of, resulting from, arising out of, based upon, awarded or asserted against or otherwise in respect of: (a) any period or periods of Seller ending prior to the Closing and which involve any claims against Seller, or their respective properties or assets, relating to actions or inactions of Seller or its officers, directors, shareholder, employees or agents prior to Closing, or the operation of the business of Seller prior to the Closing unless such liability relates to an Assumed Obligation; (b) any breach of any representation and warranty contained in this Agreement or any misrepresentation in or omission on the part of Seller contained in any certificate furnished or to be furnished to Buyer by Seller pursuant to this Agreement; and (c) the remedy and right of recovery for any indemnity claim covered hereby shall be limited to the recovery by Buyer of the consideration paid hereunder. The indemnity herein contained shall expire one year following the Closing; provided, however, that if an indemnity claim is asserted prior to such expiration date, but is contested or otherwise not resolved at such expiration date, this indemnity shall expire with respect to such claim only upon resolution of the claim.

  • Client Indemnity In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

  • Buyer Indemnity Buyer will, at its expense, indemnify, defend and hold harmless Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Licensor’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2.

  • Purchaser’s Indemnity Subject to Section 12, to the extent permitted by applicable law, Xxxxxxxxx agrees that it shall indemnify and hold harmless Provider, its permitted successors and assigns and their respective directors, officers, members, shareholders and employees (collectively, the “Provider Indemnified Parties”) from and against any and all Losses incurred by the Provider Indemnified Parties to the extent arising from or out of any claim for or arising out of any injury to or death of any Person or loss or damage to property of any Person to the extent arising out of Purchaser’s negligence or willful misconduct. Purchaser shall not, however, be required to reimburse or indemnify any Provider Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Provider Indemnified Party.

  • Special Indemnity TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO THE STANDARD OF CARE, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES FROM ALL LOSSES AND CLAIMS OF LOSSES DUE TO CONTRACTOR’S MISCONDUCT, NEGLIGENCE, ERROR, OR OMISSION, MADE BY ANY THIRD PARTY, THAT IN ANY WAY ARISE OR RESULT FROM CONTRACTOR’S PROFESSIONAL SERVICES, INCLUDING CLAIMS OF PROFESSIONAL LIABILITY AND VIOLATION OF APPLICABLE LAWS. THE FOREGOING INDEMNITY SHALL BE THE “CONTRACTOR’S SPECIAL INDEMNIFICATION.”

  • Purchaser Indemnity In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors and employees (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach by the Purchaser or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

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