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.
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. 37 13.1 Indemnification......................................................... 37 --------------- 13.2 Cumulative Remedies..................................................... 38 ------------------- 13.3 Equitable Remedies...................................................... 38 ------------------
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:
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. 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:
Indemnification and Remedies. 10.1 Definition of “
Indemnification and Remedies. 5.1 The Company agrees, to protect, defend, indemnify, and hold the Investors harmless against and in respect of any and all loss, liability, deficiency, damage, cost, or expense or actions in respect thereof (including reasonable legal fees and expenses) (“Damages”) as and when incurred, occasioned by (i) any breach of this Agreement, or (ii) any falsity of any of the representations and warranties of the Company contained in this Agreement. Each such representation and warranty is deemed to be made on the date of this Agreement and shall survive the Closing for a period up to the date one month after the publication of the Company’s audited financial statements for the year ending 31st December 2008. It is hereby clarified that notwithstanding the forgoing, the representations made in Sections 3.1, 3.2, 3.3, 3.4, 3.10 and 3.17 above, shall survive for a period of seven (7) years from the Closing.
Indemnification and Remedies. Seller’s undertaking pursuant to Section 11 of the SPA shall apply, mutatis mutandis, with respect to the representations and warranties made in Section 3 of the SPA as applicable to theOption Shares.
Indemnification and Remedies. 18 10.1. General Indemnity........................................18 10.2.
