Indemnification and Remedies. 10.1. The Shareholders and the holders of Vested Options (“Indemnifying Parties”) agree severally and not jointly to protect, defend, indemnify, and hold the Purchaser, the Company and their Affiliates, together with the directors, employees and advisors of the foregoing (the “Indemnified Parties”), harmless against and in respect of any and all loss, liability, deficiency, damage, decrease in value (excluding reduction in Tax losses or loss of NOLs), any damages paid to third parties, cost, expense, fines, interest or actions in respect thereof (including reasonable legal fees and expenses) but excluding consequential (except that a claim by a third party shall not be deemed consequential), incidental, multiple of revenue or earnings (but not including loss of value), loss of profits, punitive or exemplary damages (all of the foregoing, “Damages”), as and when incurred, occasioned by: (i) any non-fulfillment, non-performance, violation or breach of this Agreement or any Transaction Document by the Company; or (ii) any inaccuracy, breach or falsity of any of the representations and warranties of the Company contained in Section 5 above or any certificate or other instrument furnished or to be furnished by the Company hereunder; (iii) any Claim by a third party (regardless of whether the claimant is ultimately successful) which, if true, would constitute any of the above; and (iv) disregarding any disclosure in a disclosure schedule, any Pre-Closing Taxes and (disregarding any disclosure in a disclosure schedule) any breach or falsity contained in Sections 5.7, 6.8, 8.2.19, 8.11 or 8.12, any Tax liability of the Company in connection with any payment made or deemed made by the Company at or prior to the Closing in connection with the Transaction or any Tax liability in connection with any payment pursuant to this Agreement made without sufficient withholding under applicable law provided however, that the Shareholders shall not be jointly liable for a Claim in connection to Tax withholding against a breaching Shareholder for submission of incorrect or false information (in which case, such breaching Shareholder shall be severally liable as set forth in Section 10.2); (v) disregarding any disclosure in a disclosure schedule), any Transaction Costs, (vi) disregarding any disclosure in a disclosure schedule), any liability pursuant to indemnification undertakings granted by the Company to directors and/or officers thereof in connection with the period prior to...
Indemnification and Remedies. Vendor shall indemnify, defend and hold harmless Gateway and its officers, directors, employees, shareholders, subsidiaries, agents affiliates and additional insureds ("Gateway Indemnitees") from any "Loss" (meaning any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges, including costs and expenses incurred in connection with investigating, defending or asserting any claim, demand, settlement, action or proceeding (each a "Claim") incident to any matter (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals)) that arises from or is caused by: (a) any breach of this purchase order by vendor or any person acting under its direction or control (including any subcontractors and independent contractors) or that arises from any incorrectness or breach of a representation or warranty by vendor; (b) any willful or negligent act, error or omission of vendor, or any person acting under its direction or control (including any subcontractors and independent contractors); (c) injury or death to persons or damages to property; (d) allegations that any services, Vendor Background IP, Work Product, or tangible property or Intellectual Property owned by a third party, infringes any Intellectual Property or other proprietary right of a third party; (e) matters in relation to vendor replacing or causing to be replaced, within a reasonable time, any individuals engaged in performing vendor's obligations under this purchase order, which Gateway may, acting reasonably, require (it being understood that that Gateway's rights do not obligate vendor to take any other action regarding such individual (other than replace such individual) including, without limitation, the termination or breach of any employment or other contractual relationship with such individual. However, vendor in its sole and absolute discretion may take such action as it deems appropriate under the circumstances); (f) any defect, whether latent or apparent, in any product of vendor which was sold to Gateway hereunder; and (g) matters in relation to Sections 15, 17 and 25. This indemnity shall survive termination of this purchase order regardless of the cause or reason of such termination. The remedies provided to Gateway herein are to be cumu...
Indemnification and Remedies. A. The Sub-recipient agrees to indemnify and hold the State of South Dakota, its officers, agents and employees, harmless from and against any and all actions, suits, damages, liability, costs, attorney fees, or other proceedings that may arise as the result of its performance hereunder.
B. The State is providing funds hereunder on the basis of the Sub-recipient’s undertakings in this Agreement. In addition to any other rights and remedies provided for elsewhere in the Agreement, including its Annex A, the Sub- recipient hereby agrees to repay the State an amount equal to any amount disallowed by a subsequent audit or investigation, or the amount determined by a subsequent audit or investigation, as well as any excess funds it receives from the State under this Agreement. As security for, and additional comfort of, its ability to perform its repayment obligation under this Agreement, the Sub-recipient hereby grants to State a right of offset and intercept for any State funding or payment to which the Sub-recipient is entitled, now or in the future, for so long as any repayment obligation created by this section 6.B. remains unsatisfied.
C. The various rights, powers, options, elections, and remedies of the State provided in this Agreement shall be construed as cumulative and no one of them is exclusive of the others or exclusive of any rights, remedies or priorities allowed the State by law, and shall in no way affect or impair the right of the State to pursue any other contractual, equitable, or legal remedy to which the State may be entitled. The election by the State of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies.
Indemnification and Remedies. 37 13.1 Indemnification......................................................... 37 --------------- 13.2 Cumulative Remedies..................................................... 38 ------------------- 13.3 Equitable Remedies...................................................... 38 ------------------
Indemnification and Remedies. You agree to indemnify and hold Xxxxxx and its employees, representatives, agents, attorneys, affiliates, directors, officers, members, managers and shareholders harmless from and against any and all claims, demands, losses, damages, penalties, costs or expenses (including reasonable attorneys’ and expert witness’ fees and costs) of any kind or nature, arising from or relating to any violation, breach or nonfulfillment by you of any provision of this license. If you are obligated to provide indemnification pursuant to this provision, Xxxxxx may, in its sole and absolute discretion, control the disposition of any indemnified action at your sole cost and expense. Without limiting the foregoing, you may not settle, compromise or in any other manner dispose of any indemnified action without the consent of Xxxxxx. If you breach any material term of this license, Xxxxxx shall be entitled to equitable relief by way of temporary and permanent injunction and such other and further relief as any court with jurisdiction may deem just and proper.
Indemnification and Remedies. 8.1 Subject to the terms and conditions of this Section 8, the Shareholders agree to indemnify and hold the Company harmless against any and all losses, costs and expenses (including legal expenses, taxes (including any interest and penalties) and other expenses), resulting from or relating to:
(a) any misrepresentation or breach of any representation or warranty of the Shareholders contained in this Agreement or in any certificate or other instrument delivered by the Shareholders at the Closing;
(b) any breach of any covenant of the Shareholders contained in this Agreement; and
(c) any and all actions, suits, demands, assessments or judgments with respect to any claim arising out of or relating to the subject matter of the indemnification. Any payments made pursuant to this Section 8 shall be treated as an adjustment to the purchase price for United States federal income tax purposes. The Shareholders' indemnification obligations under this Agreement are capped at the amount of the purchase price, other than for fraud.
Indemnification and Remedies. Notwithstanding any breach, whether fundamental or otherwise, Vendor assumes the entire responsibility and liability for and agrees to indemnify, defend and hold harmless Purchaser, its associated and affiliated companies, together with their respective officers, directors, agents, employees, consultants, contractors or subcontractors, customers and users of the products or services purchased hereunder from and against any and all losses, expenses (including, without limitation, legal and professional fees), costs, damages (including direct, indirect, consequential and incidental damages), demands, liabilities, suits and claims (including those in connection with or arising out of any actual or alleged personal injury, including death) or damage or destruction to property (including loss of use) by whomsoever suffered, sustained, or alleged to have been sustained by reason of:
(a) any act, error or omission, whether negligent or not, of Vendor and its agents, employees, consultants, contractors or subcontractors; (b) any defect, whether latent or patent, in any product of Vendor sold to Purchaser hereunder; (c) any warranty, term, condition or obligation of Vendor in this Purchase Order; (d) any injury, loss or damage of any nature or kind sustained by Vendor’s employees, consultants, contractors or subcontractors, arising from the use of any material covered by this Purchase Order; or (e) any suit or action against Purchaser or against those selling or using the material covered by this Purchase Order for alleged infringement of patent or invention rights arising from the sale or use of said material. The parties agree that any legal fees payable pursuant to this indemnification shall be calculated on a substantial indemnity basis. The remedies provided to Purchaser herein are cumulative and in addition to other rights or remedies provided by law or in equity.
Indemnification and Remedies. Survival 7.2 Indemnification by the Parties
Indemnification and Remedies. The recipient of Confidential Information shall indemnify and hold harmless the disclosing Party from any damage, loss, cost or liability (including reasonable attorneys’ fees) arising out of any breach by the recipient (or its agents or representatives) of its obligations under this Section. In addition to any other remedies available in law or equity, the disclosing Party shall be entitled to temporary and permanent injunctive relief in the event of a breach (or threatened breach) under this Section.
Indemnification and Remedies. 17 10.1. General Indemnity.............................................17 10.2. Limitation on Remedies........................................17 10.3.
