Indemnification by ESAB Sample Clauses
The "Indemnification by ESAB" clause requires ESAB to protect and compensate the other party for certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means ESAB will cover costs such as legal fees, settlements, or judgments if the other party faces claims due to ESAB's actions, negligence, or breach of contract. The core function of this clause is to allocate risk by ensuring that the party harmed by ESAB's conduct is made whole, thereby providing financial protection and encouraging responsible behavior.
Indemnification by ESAB. ESAB agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that ESAB has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that ESAB shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to ESAB by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability ESAB may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.
Indemnification by ESAB. ESAB shall indemnify, defend, and hold harmless Client from and against any Claim and all resulting losses, liability, damages, costs, and expenses (including reasonable attorneys’ fees and expenses incidental thereto) arising out of or resulting from any allegation that the Solution(s) or Services infringe or misappropriate any U.S. patent that has been issued as of the Effective Date, copyright, trademark, or trade secret of a third party. If a Claim alleging infringement or misappropriation of the Solution(s) or Services is or may be brought against Client, ESAB may, at its sole option and expense: (i) obtain for Client the right to continue to use the Solution(s) or Services consistent with this Agreement; (ii) modify the Solution(s) or Services so that it is non-infringing and in compliance with this Agreement; or (iii) replace the Solution(s) or Services with a non-infringing alternative with equivalent functionality. If none of the foregoing is commercially practicable, ESAB in its sole discretion may terminate this Agreement. Notwithstanding the foregoing, ESAB shall have no indemnification obligation for Claims related to (1) the combination or use of the Solution(s) with any software, equipment, and/or processes not provided, approved or endorsed by ESAB; (2) Client’s failure to comply with this Agreement and all Documentation; and/or