Examples of Xxxxx Indemnitees in a sentence
Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any person or entity other than members of the Xxxxx Group and the Circor Group and the Xxxxx Indemnitees and Circor Indemnitees under Articles IV and V hereof.
There are no express or implied third party beneficiaries hereunder (except for Xxxxx Indemnitees and Clovis Indemnitees for purposes of Section 11.6).
Disputes arising under or in connection with this Agreement will be resolved pursuant to this Section 13.1; provided, however, that in the event a dispute cannot be resolved without an adjudication of the rights or obligations of a Third Party (other than any Xxxxx Indemnitees or Clovis Indemnitees identified in Section 11.6), the dispute procedures set forth Sections 13.1(c) and 13.1(d) will be inapplicable as to such dispute.
The waiver and disclaimer of liability expressed herein shall survive termination or expiration of this Agreement, and shall apply whether in contract, equity, tort or otherwise, and shall extend to the Xxxxx Indemnitees, and the agents of Xxxxx, and their respective officers and employees.
Neither Xxxxx nor its Affiliates, partners, agents, clients or its or their employees (including Xxxxx Indemnitees) shall be liable hereunder for any consequential or indirect loss or damage or any other special or incidental damages incurred or suffered by Consultant.
TALi’s obligation to Indemnify the Xxxxx Indemnitees pursuant to this Section 12.4.1 shall not apply to the extent that any such Losses (i) arise from the gross negligence or intentional misconduct of any Xxxxx Indemnitee; (ii) arise from any breach by Xxxxx of this Agreement or any other Transaction Agreement; or (iii) are Losses for which Xxxxx is obligated to Indemnify TALi Indemnitees pursuant to Section 12.4.2.
Notwithstanding the foregoing, Shionogi will have no obligation to indemnify any of the Xxxxx Indemnitees to the extent that any Losses arise out of or result from, directly or indirectly, any matters for which Xxxxx is obligated to indemnify the Shionogi Indemnitees under Section 10.2.
This Section 10.2.3 shall not apply to direct claims hereunder of the State Street/Wellspring Indemnitees or the Xxxxx Indemnitees against Xxxxx or State Street and Wellspring, as the case may be, that are not based upon claims asserted by third parties; such direct claims shall be resolved as provided in Article XI.
Notwithstanding the foregoing, Xxxxx will have no obligation to indemnify any of the Shionogi Indemnitees to the extent that any Losses arise out of or result from, directly or indirectly, any matters for which Shionogi is obligated to indemnify the Xxxxx Indemnitees under Section 10.1.
The Xxxxx Indemnitees shall reasonably cooperate with ArcSoft and its legal representatives in the investigation of any Claim covered by this indemnification.