Indemnification by IP Clause Samples
The "Indemnification by IP" clause requires the intellectual property (IP) provider to protect the other party from losses, damages, or legal claims arising from the use or ownership of the provided IP. Typically, this means that if a third party alleges that the IP infringes on their rights, the IP provider must cover legal costs and any resulting liabilities. This clause ensures that the recipient of the IP is shielded from financial and legal risks related to potential IP disputes, thereby allocating responsibility for such risks to the party best positioned to manage them.
Indemnification by IP. Subject to Sections 9(d), (e) and (f), IP shall indemnify and hold harmless Sylvamo from and against all liabilities, penalties, judgments, losses, injuries, damages, costs, fees and expenses (including, without limitation, costs of defense, settlement, and reasonable attorneys’ fees and expenses relating to matters or actions arising under this Agreement), whether arising under common law or any federal, state or local statute or ordinance (“Damages”) suffered or incurred by Sylvamo arising out of or resulting from (i) the gross negligence or willful misconduct of IP in connection with the performance of its obligations under this Agreement or (ii) a claim by any customer of Sylvamo against Sylvamo or IP directly attributable to a Manufacturing Defect in the Products produced hereunder; provided that in the case of any claim for indemnification under clause (ii), Damages arising out of such claim must exceed $500,000 (the “Deductible”) before IP has any liability hereunder and those Damages incurred to the extent exceeding the Deductible, and only those incremental Damages above the deductible, shall be borne 50% by IP and 50% by Sylvamo.
Indemnification by IP. IP shall pay (or cause to be paid), and shall indemnify and hold the Spinco Indemnitees harmless from and against, without duplication, all IP Taxes.
Indemnification by IP. Subject to Sections 9.03 and 9.04 below, IP agrees to indemnify and hold VCP and its Affiliates and its shareholders and Representatives (the “VCP Indemnified Parties”), harmless from any and all liability, loss, damage, claims, awards, judgments, costs and expenses (including reasonable fees and expenses of attorneys) (“Losses”) incurred or suffered by any of the VCP Indemnified Parties in connection with, relating to or as a result of (i) any breach of any representations and warranties given by IP in Article 4 hereof; and/or (ii) any breach by IP of any covenant or agreement contained in this Agreement; and/or (iii) any and all debts and liabilities of any kind (tax, labor, civil, environmental etc.), including but not limited to those related to judicial or administrative procedures, resulting from any act or omission, fact, event or circumstance related to the Chamflora Assets that occurred on or prior to the Closing Date, which have not been recorded in the Chamflora Financial Statements or disclosed in the Schedules hereto attached.