Xxxxx Indemnity. (a) Each of Cadmus Communications Corporation and Xxxx (collectively, the "Xxxx Indemnifying Parties") hereby indemnifies and holds the Xxxxxxx Entities and their partners, officers, directors and shareholders and their successors and permitted assigns ("Xxxxxxx Indemnified Parties") harmless from and against, any and all Losses that the Xxxxxxx Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Xxxx in or pursuant to this Agreement and (ii) any failure by Xxxx to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and instruments delivered by Xxxx; provided, however, that the Xxxx Indemnifying Parties shall not be required to indemnify and hold the Xxxxxxx Indemnified Parties harmless pursuant to Section 7.03(a)(i) unless such right is asserted (whether or not the Losses have actually been incurred) by written notice to the Xxxx Indemnifying Parties within 18 months of the Effective Time of Closing describing with specificity the facts giving rise to the asserted right.
(b) The amounts for which the Xxxx Indemnifying Parties shall be liable under Section 7.03(a) of this Agreement shall be net of any insurance proceeds received by the Xxxxxxx Indemnified Parties in connection with the facts and circumstances giving rise to the right of indemnification. In addition, such amounts shall be (i) net of any federal or state income tax benefit realized or the then-present value (based on a discount rate of 6%) of any such income tax benefit to be realized by the Xxxxxxx Indemnified Parties by reason of the facts and circumstances giving rise to the indemnification, and (ii) increased by the amount of any federal or state income tax required to be paid by the Xxxxxxx Indemnified Parties as a result of the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the preceding sentence, the amount of any state income tax benefit or cost shall take into account the federal income tax effect of such benefit or cost.
(c) In the event a claim against the Xxxxxxx Indemnified Parties arises that is covered by the indemnity provisions of Section 7.03(a) of this Agreement, notice shall be given promptly by the Xxxxxxx Indemnified Parties to the Xxxx ...
Xxxxx Indemnity. (a) With the exception of infringement claims or actions covered by Article 10, XXXXX shall defend, indemnify and hold harmless VION and its fellows, trustees, officers, directors, stockholders, Affiliates, employees and agents from and against any and all claims, demands, damages, losses and expenses of any nature (including attorney's fees), including death, personal injury, illness, property damage or products liability, arising from or in connection with any of the following:
(i) the use or testing by XXXXX and/or its Affiliates and sublicensees of any method or process related to the Vion Licensed Patents or the Products;
(ii) any use, manufacture, testing, operation, sale or other disposition of any of the Products by XXXXX and/or its Affiliates and sublicensees or any statement, representation or warranty of XXXXX and/or its Affiliates and sublicensees with respect thereto;
(iii) the use of the Products manufactured, marketed and sold under the license under this Agreement;
(iv) any breach (or facts alleged by a third party which, if true, would constitute a breach) of a representation, warranty or covenant made by XXXXX hereunder; and
(v) any negligence by XXXXX and its licensees and their respective employees, agents and Affiliates.
(b) VION shall reasonably cooperate with XXXXX in defending any such claim. VION shall be entitled to receive information regarding the status of any such matter and shall be entitled to retain counsel on its own behalf and at its sole expense, in addition to counsel retained by XXXXX to defend it, if either of them is a named party and is not satisfied with the defense provided by XXXXX for any reason.
Xxxxx Indemnity. FESCO will indemnify, defend and hold harmless WebMD and its affiliates and its and their respective officers, directors, employees, agents, successors and assigns with respect to any Liabilities to the extent that such Liabilities are based upon:
i. a breach of any of FESCO’s representations, warranties, obligations, covenants or agreements hereunder;
ii. any bodily damage, personal injury or damage to property caused by the negligence or misconduct of FESCO; or
iii. the gross negligence or willful misconduct of FESCO. FESCO will pay those costs and damages awarded against WebMD (including attorneys’ fees) that are specifically attributable to a claim covered under this paragraph B or those costs and damages agreed to in a monetary settlement of such claim, and all such costs and damages shall be considered Liabilities hereunder.
Xxxxx Indemnity. (a) (i) ADMI agrees to assign all rights under the Xxxxx Indemnity that relate to the Telecom Assets to Purchaser at the Closing.
Xxxxx Indemnity. Aurea shall hold Customer harmless from liability to third parties resulting from infringement by the Software of any United States patent or any copyright or misappropriation of any trade secret, provided Xxxxx is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Xxxxx will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Software (i) not supplied by Xxxxx, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Xxxxx, (iv) combined with other products, equipment, processes or materials where the alleged infringement relates to such combination,(v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Software is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Software are held by a court of competent jurisdiction to be or are believed by Xxxxx to be infringing, Xxxxx may, at its option and expense (a) replace or modify the Software to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Software, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer, as Customer’s sole remedy and Aurea’s sole liability for such termination, a refund of any prepaid, unused fees for the Software calculated as of the effective date of the termination. Aurea's obligations as set forth in this Section 16 are subject to the Customer providing full cooperation in good faith in the defense of any such claim.
Xxxxx Indemnity. In addition to any indemnities set forth in any ---------------- other agreements between Xxxx and any affiliates of DSN (such as EDC), Xxxx agrees to indemnify, defend and hold DSN, its parent, subsidiary and affiliate companies, and their respective officers, directors, employees and agents, successors and assigns (the "DSN Indemnitees") harmless from and against --all penalties, claims, orders, judgments, expenses, fines, remedies (including, but not limited to, damages), costs (including but not limited to reasonable attorney's fees and litigation costs), liabilities and losses ("herein Losses") directly or indirectly caused by, or arising directly or indirectly from, or directly or indirectly related to, any actual or alleged pollution, release, contamination, discharge, dumping, or any other actual or alleged environmental violation or harm or threat of whatever type or nature (including but not limited to, any violation of laws or for the violation of any federal, state or local statutes or regulations currently enacted or made effective after the date hereof and which are intended to be, or are being, applied for protecting or preserving the environment) (herein "Environmental Claims") now on, in or under or emanating from, or occurring or coming on, in or under or emanating from, the Leased Premises or any part thereof prior to the Commencement Date of this Lease; provided, that, Xxxx shall have no obligation to indemnify or defend the DSN Indemnitees from Losses for Environmental Claims caused by any DSN Indemnitees or an Environmental Claim for which DSN must indemnify and hold the Xxxx Indemnitees harmless under Sections 10.2 hereof
Xxxxx Indemnity. Subject to Section 8.4(a), Xxxxx shall indemnify, defend and hold harmless Unigene, its Affiliates and their respective directors, officers, employees, stockholders, agents, licensors, suppliers and manufacturers and their respective successors, heirs and assigns (the “Unigene Indemnitees”) from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon such Unigene Indemnitees, or any of them, in connection with any Third Party claims, suits, actions, demands or judgments, including product liability matters, to the extent arising, (i) as a consequence of a material breach by Xxxxx of its representations, warranties, covenants or agreements hereunder, (ii) the conduct by or on behalf of Xxxxx of clinical trials and development and commercialization activities relating to the Licensed Products, (iii) out of the development, sale or use by any Person of any Licensed Products sold by or on behalf of Xxxxx or any of its Affiliates or Sublicensees under this Agreement or (iv) from an Assumed Liability (as defined in the Assignment Agreement) under an Assigned Contract from and after the Effective Date, except in each case to the extent caused by the gross negligence, willful misconduct or fraud of Unigene.
Xxxxx Indemnity. Subject to Sections 11.4 through 11.8, Xxxxx will indemnify, defend, and hold Client’s Indemnified Parties harmless from and against any and all Damages incurred by such Indemnified Parties that arise out of or relate to (a) any failure to provide the Security Services, (b) any misappropriation of Client’s Intellectual Property, (c) any third-party claim that the Core Systems or any of the Services infringe upon or otherwise violate such party’s rights (d) Xxxxx's unauthorized suspension, termination or disabling of the Services or the Lending Platform, (e) any act or omission taken by Xxxxx in connection with any principal and agent claim or any circumstances caused by Xxxxx that invalidate, challenge, compromise, alter or otherwise put into doubt the independent contractor status of the relationship between the Parties or (f) any of Daric’s representation or warranties being false at any time, or (g) any willful, knowing or intentional failure by Xxxxx to perform any of the covenants or other obligations contained in this Agreement.
Xxxxx Indemnity. Xxxxx B.V. shall indemnify, defend and hold harmless Nutreco and the relevant members of the Nutreco Group from and against any and all Losses incurred or suffered by any member of the Nutreco Group and/or the JV Group directly or indirectly relating to or arising out of the following matters:
10.2.1 any liabilities not related to the Xxxxx Activities being contributed or assumed by the JV Group pursuant to Xxxxx’x process of disentanglement of the Xxxxx Activities from the Xxxxx Group under the Xxxxx Contribution Plan, including any liability of any Xxxxx XX Company or Xxxxx XX Business in respect of any activity that is not a Xxxxx Activity;
10.2.2 violations of the Labour Inspection Act in Belgium and improvements and investments resulting therefrom;
10.2.3 the decision of the relevant court in Canada, and possible appeals thereof, setting aside the decision of the Minister of Fisheries to permit the relocation of an aquaculture site from “Eden Island” to “Xxxxxxxx Rock”;
10.2.4 any currently unknown and unperformed obligations resulting from speculative trading in the Xxxxx Tokyo operation before 1 July 2003 not included or provided for in the Xxxxx Accounts; and
10.2.5 conducting trading activities through a non-registered “branch” of Xxxxx Cocoon AS in Singapore.
Xxxxx Indemnity. Xxxxx Note II shall replace the Pledged Note under the Indemnity Agreement, and the Indemnity Agreement shall be amended to limit Xxxxx’x indemnity under the Merger Agreement to $500,000.
