Indemnification by CTI. From and after the Distribution Date, CTI shall indemnify, defend and hold harmless the Comverse Indemnitees from and against any and all Indemnifiable Losses of the Comverse Indemnitees to the extent arising out of, by reason of or otherwise in connection with (a) the CTI Liabilities, including any breach by CTI of any provision of this Section 3.1 and (b) any breach by CTI of this Agreement. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.
Indemnification by CTI. CTI shall pay, and shall indemnify and hold the Comverse Indemnitees harmless from and against, without duplication, (i) all Taxes allocable to CTI under Article II, (ii) all Taxes incurred by the Comverse Group by reason of the breach by CTI of any of its covenants hereunder, and (iii) any costs and expenses related to this Section 5.02 (including, without limitation, reasonable attorneys’ fees and expenses).
Indemnification by CTI. From and after the Closing Date, CTI shall ---------------------- indemnify, defend and hold Buyer harmless from and against any and all Losses that may be incurred by, or asserted against, Buyer or Xxxxxxx, arising from or related to, directly or indirectly: (a) the failure of CTI to assume, pay, perform and discharge the Retained Liabilities, (b) any breach of any representation or warranty of CTI contained herein (unless any breach or facts related thereto is disclosed on a Schedule identified herein, including any supplements to any Schedule delivered by or on behalf of Buffton or CTI to Xxxxxxx or Buyer on or prior to the Closing Date), (c) any breach of any covenant, obligation or agreement of CTI contained herein, or (d) any failure to comply with the laws of any jurisdiction relating to bulk transfers which may be applicable in connection with the transfer of the Acquired Assets to Buyer (except to the extent a Loss resulting from non-compliance with bulk transfer laws results from Buyer's failure to satisfy an Assumed Liability).
Indemnification by CTI. (a) Subject to Section 11.2(b), CTI agrees to indemnify Spectrum, Spectrum’s Affiliates and its officers, directors and employees (the “Spectrum Indemnified Parties”) against, and agrees to hold them harmless from, any Loss to the extent such Loss arises from or in connection with the following:
Indemnification by CTI. (a) Notwithstanding any other indemnification provision hereunder, CTI (the "Indemnifying Party") shall, severally and jointly, indemnify and hold harmless each of SPI, STI, and STLLC, and for each, their respective its officers, directors and employees and each of the Sellers (each an "Indemnified Party"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by the Indemnifying Party at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or non-fulfillment of any covenants or agreements made by the Indemnifying Party, (iii) any misrepresentation made by the Indemnifying Party, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by the Indemnifying Party pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, any SEC Document, and (v) the operations and liabilities of CTI and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same.
Indemnification by CTI. CTI will indemnify Customer and hold it harmless from and against all claims, damages, losses and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses and other professionals, arising out of or resulting from any final and unappealable adjudication by a third party against Customer holding that any “Designs and Materials” (as defined below) delivered to Customer or deliverables resulting from Services that are incorporated in a Product under this Agreement, infringe a copyright or violate a trade secret.
Indemnification by CTI. CTI shall defend, indemnify, and hold Chroma and its Affiliates and Chroma’s and its Affiliates’ officers, directors, employees, and agents (the “Chroma Indemnitees”) harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the Development, storage, handling, distribution, use, Manufacture (unless and to the extent liability for Manufacturing activities are covered by separate indemnification pursuant to the Supply Agreement, which in such event will control) promotion, sale, offer for sale, importation or other Commercialization of Products by CTI or its Affiliates, or its or their sublicensees, or distributors or contract manufacturers, or (b) the breach of any representation, warranty or covenant of CTI set forth in this Agreement, or (c) the willful misconduct or negligent acts of CTI or its Affiliates, or the officers, directors, employees, or agents of CTI or its Affiliates. The foregoing indemnity obligation shall not apply to the extent that (i) the Chroma Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and CTI’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity for which Chroma is obligated to indemnify the CTI Indemnitees under Section 11.1.
Indemnification by CTI. Notwithstanding any provision to the contrary in this Agreement, inclusive of the Mutual Release provisions of Article 4, CTI shall defend, indemnify and hold harmless Baxalta, Baxalta’s Affiliates and Baxalta’s and Baxalta’s Affiliates’ respective directors, officers, agents, representatives, successors, assignees and employees (collectively, the “Baxalta Indemnitees”) from and against any and all Losses, and reasonable attorneys’ fees incurred in connection therewith, in each case to the extent arising from any Claim made or brought against Baxalta Indemnitees by a Third Party in connection with (a) the negligence, recklessness or intentional wrongful acts or omissions of CTI, CTI’s Affiliates or CTI’s or CTI’s Affiliates’ employees, officers, independent contractors, consultants or agents, in connection with the performance by or on behalf of CTI of CTI’s obligations or exercise of its rights under this Agreement, (b) any breach by CTI, CTI’s Affiliates or CTI’s or CTI’s Affiliates’ independent contractors of any representation, warranty, covenant or obligation of CTI set forth in this Agreement, and (c) the Development, manufacture, use, handling, storage, Commercialization, transfer, import, export or labeling of the Compound, Drug Product and/or Licensed Product by or for CTI or its Affiliates, whether prior to, on or after the Effective Date; except in any such case to the extent such Losses are reasonably attributable to any negligence, recklessness, willful misconduct or breach of this Agreement by Baxalta or any other Baxalta Indemnitee.
Indemnification by CTI. CTI and CAT, jointly and severally, shall indemnify and hold Timely North and its directors, officers, employees and shareholder harmless (and Timely North shall have the right to enforce such claim by way of setoff of any amounts owed by it to CTI) against and from any and all losses suffered or incurred by Timely North or any of its directors, officers, employees and shareholder which (with the exception of losses related to the indemnitees' own acts or omissions) relate to, result from or arise out of:
Indemnification by CTI. CTI agrees to indemnify and hold harmless the Shareholder from and against any and all losses, claims, damages, expenses, liabilities, or actions and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any breach of any representation, warranty, covenant, or agreement in this Agreement by CTI or NewCo. The indemnity agreement contained in this section 109.03 shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Shareholder and shall survive the consummation of the transactions contemplated by this Agreement for a period of three (3) years after the Closing Date. CTI shall only be liable for any indemnity provided under this section 9.03 related to loss in excess of $25,000 (in the aggregate) and up to a maximum equal to the consideration received by the Shareholder under Article VI in the aggregate.
