Indemnification by CMGI Sample Clauses
The "Indemnification by CMGI" clause requires CMGI to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means that if the other party faces claims or legal actions due to CMGI's actions, omissions, or breaches of contract, CMGI will cover the associated costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm resulting from CMGI's conduct.
Indemnification by CMGI. Except as provided in this Article, CMGI ----------------------- will indemnify and hold Compaq and its Affiliates, officers, directors and employees harmless from and against any and all damages resulting from or arising out of (a) the CMGI Sites or any other activities of CMGI, including infringement of any intellectual property rights of any third person; (b) any misrepresentation or breach of representation or warranty of CMGI contained herein; or (c) any breach of any covenant or agreement to be performed by CMGI hereunder. Notwithstanding anything to the contrary in this Section, CMGI shall not have any obligation to indemnify Compaq for any damages for which Compaq is obligated to indemnify CMGI under the Assignment Agreement dated of even date herewith.
Indemnification by CMGI. CMGI shall indemnify the Buyer in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, reasonable fees and expenses of attorneys, accountants, financial advisors and other experts, and other reasonable expenses of litigation) ("Damages") incurred by the Surviving Corporation or the Buyer resulting from, relating to or constituting any breach by CMGI or Adsmart of any representation, warranty or covenant set forth in Articles III or IV or, solely as to Adsmart, Article VII of this Agreement, net of any insurance proceeds collectible by the Surviving Corporation or the Buyer with respect thereto.
Indemnification by CMGI. CMGI shall indemnify Compaq in respect of, and hold Compaq harmless on an after-Tax basis, against (x) Taxes resulting from, relating to, or constituting a breach of any representation contained in Section 2.16 hereof, (y) the failure to perform any covenant or agreement set forth in this Article IX, and (z) any and all Taxes due and payable by the Companies for any Post-Closing Period or Post-Closing Straddle Period.