Indemnification by STC Sample Clauses

Indemnification by STC. Except to the extent set forth in this ---------------------- Section 14.1 and in Sections 14.2 and 14.6, STC shall indemnify, defend and by this Agreement or hold harmless SRI and Xxxxxxx, their directors, officers, employees and agents from and against all direct, out-of-pocket, losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by any Third Party against any of them and arising out of or relating to (a) any breach of this Agreement by STC, (b) any negligence, recklessness or intentional act or omission by STC in the performance of its activities contemplated by this Agreement, (c) any claim of infringement resulting from the use of the Licensed Patents or Licensor Improvements or (d) any personal injury to or death of any person or damage to any property in connection with any act or omission by STC in the performance of its activities contemplated by this Agreement, except to the extent that those losses, liabilities, damages and expenses arise out of or are related to (y) the negligence, recklessness or intentional act or omission by SRI or Xxxxxxx in the performance of its activities contemplated by this Agreement or (z) any personal injury to or death of any person or damage to any property in connection with any act or omission by SRI or Xxxxxxx in the performance of its activities contemplated by this Agreement.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Indemnification by STC. Subject to the conditions and provisions of Section 10.4 and Section 10.5, from and after the Closing Date, STC agrees to indemnify, defend and hold harmless HAT from and against and in any respect of, on a net after-tax basis, any and all Losses, asserted against, resulting to, imposed upon or incurred by HAT, directly or indirectly, by reason of or resulting from: (a) any failure by STC to pay, perform or discharge any Liabilities not assumed by HAT pursuant hereto; (b) the business or operations of KSBW during the period prior to the Closing Date; (c) any misrepresentation or breach of the representations and warranties of STC contained in or made pursuant to this Agreement or any STC Document (it being agreed that for this
Sample 1
Indemnification by STC. Subject to the conditions and provisions of Section 10.4 and Section ------------ ------- 10.5, from and after the Closing Date, STC agrees to indemnify, defend and hold ---- harmless HAT from and against and in any respect of, on a net after-tax basis, any and all Losses, asserted against, resulting to, imposed upon or incurred by HAT, directly or indirectly, by reason of or resulting from: (a) any failure by STC to pay, perform or discharge any Liabilities not assumed by HAT pursuant hereto; (b) the business or operations of KSBW during the period prior to the Closing Date; (c) any misrepresentation or breach of the representations and warranties of STC contained in or made pursuant to this Agreement or any STC Document (it being agreed that for this purpose the representations and warranties made in the certificates delivered pursuant to Section 9.3.4(a) shall ---------------- not be qualified by references to Material Adverse Effect set forth in Section ------- 8.2); (d) any breach by STC of any covenants of STC contained in or made ---- pursuant to this Agreement or any other STC Document except for covenants relating to WPTZ and WNNE (which are addressed in Section 10.2(h)); (e) the --------------- failure of STC to comply with the provisions of any applicable bulk transfer law; (f) any breach of the covenants and agreements of STC contained in Section ------- 6.18; (g) any WFFF Liabilities; or (h) any Xxxxxxxx Liabilities arising as a ---- result of the willful misconduct, gross negligence or bad faith of STC.
Sample 1
Indemnification by STC. STC agrees to defend and indemnify CTC and its directors, officers, employees, independent contractors, affiliates, successors, or assigns (“CTC Indemnified Parties”), and hold them harmless against any and all liability, loss, and expense (including reasonable attorney’s fees, costs, and legal expenses), arising from (i) claims, arising either before or after the date of this Agreement, of libel, unfair competition, infringements of trademarks, copyrights and other proprietary rights, advertiser claims, claims by ABC, claims by any federal or state agency or department, claims of violations of rights of privacy, plagiarism, and any other claims of any nature, in each case arising from, or attributable to, the publication or content of each of the Publications; (ii) claims arising before the date of this Agreement relating or attributable to the circulation of each of the Publications; (iii) claims of third parties, including advertisers, arising from or relating to the reporting of circulation of and by the Publications; (iv) claims arising before or after the effective date of this Agreement that are based upon or arise from any action taken or omitted to be taken by STC in connection with the transition of the distribution of the Publications to CTC from STC, including without limitation any claims brought by or on behalf of STC employees, contractors (other than CTC and its affiliates and the CTC Contractors), carriers, agents, customers, third parties, federal or state agencies or departments, landlords (including without limitation the landlords under the Leases (as defined in Section 4.25 of this Agreement)) arising prior to the date or dates such Leases are assigned to CTC, or others; (v) claims made by or on behalf of any employee of STC for damage or injury if such claim, if made against STC, would otherwise be subject to limitation under applicable workers compensation laws or regulations; or (vi) any breach of the terms of this Agreement by STC. STC also agrees to defend and indemnify the CTC Indemnified Parties from and against all damages, costs, claims and actions (including reasonable attorney’s fees, costs, and legal expenses) for, or on account of, any direct or indirect injury or damage, including death, to persons or property which may be occasioned by or result from any intentional or negligent acts or omissions of STC, its officers, agents, employees, or subcontractors (other than CTC and its affiliates and the CTC Contractors) during...
Sample 1
Indemnification by STC. STC agrees to indemnify, defend and hold harmless RDI, its subsidiaries and affiliates, and its and their respective officers, directors, employees, agents, subsidiaries and affiliates, from and against any and all actions, suits, proceedings, claims, demands, assessments, judgments, liabilities, loss, damages, costs or expenses, including, without limitation, RDI's reasonable attorneys' fees and disbursements (collectively, "Claims") and arising out of any material breach of this Agreement by STC or the negligence or misconduct of STI in connection with this Agreement.
Sample 1
Indemnification by STC. Except as otherwise provided in this Agreement, including Subsection 2.02(c), STC shall, for itself and as agent for each member of the STC Group, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the NPTest Indemnitees from and against any and all Employment Liabilities that any third party seeks to impose upon the NPTest Indemnitees, or which are imposed upon the NPTest Indemnitees, if and to the extent such Employment Liabilities relate to, arise out of or result from any of the following items (without duplication):
Sample 1

Related to Indemnification by STC

  • Indemnification by Us We shall defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of Xxxx.xxx Services, excluding Xxxx.xxx Data, as permitted hereunder infringes or misappropriates third party intellectual property rights, (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle or defend any Claim Against You unless We unconditionally release You of all liability), and (c) provide Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Xxxx.xxx Services may infringe or misappropriate, We may in our discretion and at no cost to You (i) modify the Xxxx.xxx Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Xxxx.xxx Services in accordance with this Agreement, or (iii) terminate Your right to use such Xxxx.xxx Services upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the applicable Xxxx.xxx Service term after the effective date of termination. If a court orders You to cease using part or all of the Xxxx.xxx Services in connection with a Claim Against You, We shall take the actions described in subpart (i) or (ii) of the preceding sentence, or if We cannot accomplish (i) or (ii) in a commercially reasonable manner, We shall take the actions described in subpart (iii) of the preceding sentence, all at no cost to You.

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification by Fund Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

  • Indemnification by Supplier Supplier shall indemnify, defend and hold Customer and its Affiliates harmless from and against any fines and penalties (and any costs incident thereto) arising solely from Supplier's action or inaction under the terms of this Agreement. In addition, Supplier shall indemnify, defend and hold Customer harmless from and against any Damages and Claims incurred by reason of:

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Xxxxxx In the event of any registration under the Securities Act of any offering of Shares, Xxxxxx hereby agrees to indemnify and hold harmless the Company and each person who controls the Company within the meaning of the Securities Act and each other person (including each underwriter, and each other person, if any, who controls such underwriter, and each other selling shareholder, and each other person, if any, who controls such selling shareholder) who participates in the offering of such Shares, against any Losses, joint or several, to which the Company, other selling shareholder, or controlling person or participating person may become subject under the Securities Act or otherwise, insofar as such Losses (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained therein, on the effective date thereof, in any registration statement under which an offering of such Shares was registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, other selling shareholders, and each such controlling person or participating person for any legal or other expenses reasonably incurred by the Company, other selling shareholders, or such controlling person or participating person in connection with investigating or defending any such Loss or proceeding: provided, however, that Xxxxxx will be liable in any such case to the extent, and only 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 such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished by Xxxxxx specifically for use in the preparation thereof. Notwithstanding the foregoing, the liability of Xxxxxx under this Section 10 shall be limited to an amount equal to the price of the Shares sold by Xxxxxx in connection with such registration unless such liability arises out of acts based on willful conduct of Xxxxxx.

Time is Money Join Law Insider Premium to draft better contracts faster.