Common use of Indemnification by ACN Clause in Contracts

Indemnification by ACN. Subject to the limitations set forth in this Section 7, ACN hereby agrees to indemnify, defend and hold harmless NetRatings and the Surviving Corporation and their respective officers, directors, agents, attorneys and employees, and each person, if any, who controls or may control NetRatings or the Surviving Corporation within the meaning of the Securities Act (hereinafter referred to individually as a "NetRatings Indemnified Person" and collectively as the "NetRatings Indemnified Persons") from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, reasonable legal fees (collectively, "Damages"), arising out of or relating to (i) any misrepresentation or breach of or default under any of the representations, warranties, covenants and agreements given or made by the Company or ACN in this Agreement, or (ii) any liability of the Company for Taxes of any other Person that is or was a member of a group the common parent of which is ACN or ACN Holdings, Inc. under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law. The sole recourse of the NetRatings Indemnified Persons against ACN and its affiliates for any Damages for which indemnification is to be provided under clause (i) of this Section 7.2 shall be indemnification under this Section 7, and each NetRatings Indemnified Person shall act in good faith and in a commercially reasonable manner to mitigate any Damages they may suffer.

Indemnification by ACN. Subject to the limitations set forth in ---------------------- this Section 7, ACN hereby agrees to indemnify, defend and hold harmless NetRatings and the Surviving Corporation and their respective officers, directors, agents, attorneys and employees, and each person, if any, who controls or may control NetRatings or the Surviving Corporation within the meaning of the Securities Act (hereinafter referred to individually as a "NetRatings Indemnified Person" and collectively as the "NetRatings Indemnified ----------------------------- ---------------------- Persons") from and against any and all losses, costs, damages, liabilities and ------- expenses arising from claims, demands, actions, causes of action, including, without limitation, reasonable legal fees (collectively, "Damages"), arising out ------- of or relating to (i) any misrepresentation or breach of or default under any of the representations, warranties, covenants and agreements given or made by the Company or ACN in this Agreement, or (ii) any liability of the Company for Taxes of any other Person that is or was a member of a group the common parent of which is ACN or ACN Holdings, Inc. under Treasury Regulation Section (S) 1.1502-6 or any similar provision of state, local or foreign law. The sole recourse of the NetRatings Indemnified Persons against ACN and its affiliates for any Damages for which indemnification is to be provided under clause (i) of this Section 7.2 shall be indemnification under this Section 7, and each NetRatings Indemnified Person shall act in good faith and in a commercially reasonable manner to mitigate any Damages they may suffer.