Xxxxxxxx Indemnification. Xxxxxxxx shall indemnify, defend, and hold harmless ASI against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys' fees, that ASI shall incur or suffer, that arise, result from, or relate to any (i) claim that any modifications, improvements or other changes to the Technology or the Proprietary Rights made by Xxxxxxxx after Closing or any other technologies or inventions originating with Xxxxxxxx after the Closing infringes or misappropriates the intellectual property rights of any third party or (ii) any breach of, or failure by Xxxxxxxx to perform, any of its representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Xxxxxxxx under this Agreement.
Xxxxxxxx Indemnification. Subject to the terms and conditions herein, Xxxxxxxx hereby agrees to indemnify and hold Tandy and its directors, officers, employees and agents (“Xxxxxxxx Indemnitees”) harmless from all loss, injury, liability, cost, expense or actual damages (including, without limitation, interest, penalties and reasonable attorneys’ fees and disbursements incurred in enforcing its rights hereunder but excluding indirect or consequential damages) (“Losses”) at all times from and after the Closing Date to the extent resulting from or caused by:
(a) Any breach by Xxxxxxxx’ of its (i) representations or warranties for which written notice has been provided to Xxxxxxxx in accordance with Section 9.1 or (ii) covenants contained herein;
(b) Any and all demands, claims, actions, suits, proceedings or assessments claimed or brought by any third party to the extent based (i) on any fact, event or circumstance which would result in a valid claim under Section 9.2(a), (ii) the Retained Liabilities or (iii) Xxxxxxxx failure to fully comply with the laws referred to in Section 8.3 hereof, together with any judgments and reasonable costs and legal and other expenses associated therewith.
Xxxxxxxx Indemnification. Xxxxxxx agrees to indemnify and hold harmless Ameren, its affiliates and their respective directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Xxxxxxx, (ii) any breach by Xxxxxxx of the covenants contained in this Agreement, (iii) any failure of Xxxxxxx to perform the consulting services in accordance with all applicable laws, rules and regulations, or (iv) any violation or claimed violation of a third party’s rights resulting in whole or in part from Xxxxxxx’x use of the work product of Xxxxxxx under this Agreement.
Xxxxxxxx Indemnification. Seller Parent will be required to indemnify the Buyers Indemnified Parties with respect to any claim for indemnification arising out of or relating to the XxXxxxxx Indemnification. The Parties agree that the Cap, Deductible and Deminimis Amount will not be applicable to any indemnification arising out of or relating to any XxXxxxxx Indemnification.
Xxxxxxxx Indemnification. 26 6P. Legends..........................................................26 6Q. Lock-up Agreements...............................................28 DIVINE INTERVENTURES, INC. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made as of February 3, 2000 between divine interVentures, inc., a Delaware corporation (the "Company"), and CMGI, Inc., a Delaware corporation (the "Purchaser" ). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 5 hereof.
Xxxxxxxx Indemnification. Subject to Sections 13.4 and 13.7, Xxxxxxxx shall defend, indemnify and hold harmless Xxxxxxx and its Affiliates, and their respective employees, officers, directors and agents, and the successors and permitted assigns thereof, against any and all Third Party liability, claims, demands, damages, losses and expenses, in connection with or arising out of (i) Xxxxxxxx’x culpable breach of any representation or obligation under this Agreement, (ii) the negligence or willful misconduct of Xxxxxxxx or its Affiliates in connection with this Agreement; except, in each case of subclauses (i) and (ii) above, to the extent such Third Party liability, claims, demands, damages, losses and expenses arise in connection with or out of (x) Xxxxxxx’x culpable breach of any representation or obligation under this Agreement or (y) the negligence or willful misconduct of Xxxxxxx in connection with this Agreement.
Xxxxxxxx Indemnification. Subject to Section 3.01(b) and Section 3.02, Xxxxxxxx shall indemnify, defend and hold harmless each member of the EnPro Tax Group and each of their respective shareowners, directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing from and against:
(i) all Taxes of the Xxxxxxxx Tax Group;
(ii) all Taxes of the EnPro Tax Group for (A) all Pre-Distribution Taxable Periods and (B) the portion of all Straddle Periods prior to and including the Distribution Date, which Taxes for such portion shall be computed in the manner specified in Section 2.04;
(iii) all liability as a result of Treasury Regulation Section 1.1502-6(a) (which imposes several liability on members of an affiliated group that files a U.S. federal consolidated Income Tax return), or any comparable U.S. state or local provision, for Income Taxes of any person which is or has ever been affiliated with any member of the Xxxxxxxx Tax Group or with which any member of the Xxxxxxxx Tax Group joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Income Tax Return for any Pre-Distribution Taxable Period or Straddle Period, but only for the period during which such person is or was affiliated with a member of the Xxxxxxxx Tax Group or joins or joined (or is or was required to join) with a member of the Xxxxxxxx Tax Group in filing any consolidated, combined or unitary Income Tax Return;
(iv) all Taxes for any Tax period (whether beginning before, on or after the Distribution Date) that would not have been payable but for the breach by any member of the Xxxxxxxx Tax Group of any representation, warranty, covenant or obligation under this Agreement;
(v) all liability for a breach by any member of the Xxxxxxxx Tax Group of any representation, warranty, covenant or obligation under this Agreement;
(vi) all Income Taxes and Non-Income Taxes imposed in connection with the transactions contemplated by the Transaction Agreements or any other agreement entered into for the purpose of implementing the Distribution;
(vii) all Taxes for which Xxxxxxxx is liable pursuant to Section 3.02; and
(viii) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the foregoing. Notwithstanding the foregoing and subject to Section 3.01(b) and Section 3.02, Xxxxxxxx shall not indemnify, defend or hold harmless any member of the EnPro Tax Group fr...
Xxxxxxxx Indemnification. To the extent permitted by law, Xxxxxxxx shall indemnify and hold Herndon and its officials and employees harmless from and against any and all cost, lien, liability, damage, loss, claim, demand, action and expense (including reasonable legal fees and disbursements) for: (i) bodily injury and tangible property damage or wrongful death to the extent sustained or incurred in connection with the performance of the Work under this Agreement to the extent caused by the negligent acts or omissions of Xxxxxxxx or anyone providing any of the Work through Xxxxxxxx under this Agreement; or (ii) any mechanics’, construction or other liens arising as a result of the Work not caused by Herndon, except to the extent such claim relates solely to a particular process or product directed by Herndon that was not offered or recommended by Xxxxxxxx or that such claim arises from modifications to the Work by Herndon after its acceptance. Such obligation by Xxxxxxxx to indemnify and hold Herndon harmless shall not apply to any loss, liability, damage or expense, including attorneys’ fees, caused by the negligence or misconduct by Herndon or any official, employee, agent, representative or separate contractor of Herndon. Xxxxxxxx’x obligations to indemnify Herndon and hold it harmless under this section do not supersede any obligations by Xxxxxxxx elsewhere in this Agreement to indemnify Herndon and hold it harmless, any such indemnification obligations being intended to be cumulative. The provisions of this section shall survive the expiration or sooner termination of this Agreement.
Xxxxxxxx Indemnification. Xxxxxxxx shall indemnify and defend Hightimes and hold Hightimes harmless against and in respect of any and all Losses, incurred by Hightimes resulting from any breach of any representation, warranty, covenant or agreement made by Xxxxxxxx or BIG herein or in any instrument or document delivered to Hightimes pursuant hereto. The payment of any Losses for breach of any of the representations and warranties shall be deducted solely from the Escrowed Shares, valued for this purpose at the closing price of Hightimes Common Stock, as traded on any Acceptable Securities Exchange on the date that the amount of such Losses shall be determined, either by mutual agreement of the Parties or by a judgment of a court of competent jurisdiction from which no appeal has or can be taken. Any Losses resulting from a violation by Xxxxxxxx of their respective covenants and agreements set forth herein or in any Exhibit hereto shall survive the Closing indefinitely and shall be payable by Xxxxxxxx.
Xxxxxxxx Indemnification. Xxxxxxxx will defend, indemnify and hold Client harmless from third party claims arising from a claim that the Services infringe any United States patent, trademark or copyright; provided that, Client shall (a) provide Xxxxxxxx with prompt written notice upon becoming aware of any such claim, (b) allow Xxxxxxxx sole and exclusive control over the defense and settlement of any such claim, and (c) reasonably cooperate with Xxxxxxxx in the defense of such claim. Notwithstanding the foregoing, Xxxxxxxx will not be liable for any claim that relates to or arises from: (i) custom functionality provided to Client based on Client’s requirements; (ii) any modification of the Services by Client or any third party, (iii) the combination of the Services with any technology or other services, software, or technology not provided by Xxxxxxxx, or (iv) Client’s failure to use updated or modified versions of the Services made available by Xxxxxxxx. Except as set forth in 12.1(c) below, the indemnification obligation contained in this Section 11.2 is Client’s sole remedy, and Xxxxxxxx’ sole obligation, with respect to claims of infringement.
