Common use of Indemnification Event Clause in Contracts

Indemnification Event. The Company and the Founders (the “Indemnifying Parties”) shall indemnify, defend and hold harmless, KAS and its respective agents, officers, directors and/or Affiliates (the “Indemnified Party”), from and against any actual, incurred and direct losses, damages, costs and expenses incurred or suffered, by the Indemnified Party including third party claims, arising out of or in connection with any of the following (“Claim”): Failure by the Company or the Founders to perform or otherwise fulfill any covenant, undertaking or other agreement or obligation contained in this Agreement; Any liability arising out of non-compliance of any obligations undertaken by the Company; Any liabilities and obligations of whatever nature relating to any litigation, Claims made by third parties relating to the Company including legal claims made by Third Parties relating to the Company for the products and technology developed by the Company or governmental investigation pending or relating to the business or operations of the Founders or the Business of the Company prior to the Closing Date; Any liability due to any non-compliance of any applicable Law, rules or regulations prior to the Closing Date which cause Material Adverse Effect; Any inaccuracy in or any breach of any Representation and Warranty of the Founders or the Company, as the case may be; Any undisclosed liability or obligation, including without limitation, penalties and interest, relating to the reporting, payment or withholding of taxes by the Founders and/or the Company prior to Closing Date; Failure to seek prior written consent or approval of KAS with respect to a Reserved Matters in accordance with the terms of this Agreement or the Company failing to remedy the same (if such breach is remediable) within 30 (Thirty) days of being notified of the same by KAS.