By Synergy Sample Clauses

By Synergy. Except as otherwise provided herein, Synergy shall be responsible for and shall indemnify and hold harmless PEM, its officers, directors, employees and agents, from all Claims arising out of or resulting from (i) Synergy's ownership or operation of the Assets after Closing, including Claims arising under Environmental Laws, and (ii) any breach of any representation, warranties, covenants or conditions of Synergy contained in this Agreement, subject, however, to the limitations set forth in Section 11.10.
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By Synergy if its Board of Directors so determines by a majority vote of the members of its entire Board, at any time during the three (3) business day period commencing on the Determination Date, such termination to be effective on the fifteenth business day following the Determination Date ("Effective Termination Date"), if both of the following conditions are satisfied:
Sample 1
By Synergy. Synergy, at its own expense, shall: (i) defend, or at its option settle, any claim, suit or proceeding brought by a third party against Contractor and its officers, directors, employees and agents to the extent arising out of: (a) Contractor’s use of Synergy Materials to the extent such use is in accordance with this Agreement; (b) Synergy’s commercialization of a Product; or (c) Synergy’s breach of any representations, warranties or covenants set forth in Section 6.2; and (ii) pay any judgment entered or settlement against Contractor thereon; except in each case to the extent such third party claim is caused by Contractor’s or its employee’s or agent’s breach of this Agreement, negligence or willful misconduct.
Sample 1

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