Indemnification Setoff Clause Samples

Indemnification Setoff. (a) In the event of a Breach for which the Shareholder Indemnitors or the Purchaser Indemnitors are obligated to provide indemnification under this Section 4, such Indemnitors are obligated to put the Purchaser Indemnitee(s) or the Shareholder Indemnitee(s), respectively, in the same position in monetary terms as if the relevant Breach had not occurred. Accordingly, subject to Section 4.4, from and after the Effective Time, the Shareholder Indemnitors, to the extent specified in Section 4.2(c), shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are suffered or incurred by any of such Indemnitees or to which any of such Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third- party claim) and that arise from or as a result of, or are directly connected with: (1) any Breach made by any of the Shareholders with respect to this Agreement, the Disclosure Schedule or any of the Exhibits hereto; or (2) any Legal Proceeding relating to any such Breach. Likewise, subject to Section 4.4, from and after the Effective Time, the Purchaser Indemnitors, to the extent specified in Section 4.2(c), shall hold harmless and indemnify each of the Shareholder Indemnitees from and against, and shall compensate and reimburse each of the Shareholder Indemnitees for, any Damages that are suffered or incurred by any of such Indemnitees or to which any of such Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of, or are directly connected with: (1) any Breach made by the Purchaser with respect to this Agreement or any of the Exhibits hereto; or (2) any Legal Proceeding relating to any such Breach. (b) The Shareholders acknowledge that, if any Purchaser Indemnitee other than Purchaser suffers or otherwise becomes subject to any Damages, then Purchaser shall also be deemed to have suffered the same Damages. Therefore, Purchaser at its sole discretion may request that indemnification payments be made to Purchaser instead of such Purchaser Indemnitee. (c) The liability of the Shareholders under Section 4.2(a) shall be joint and several. The liability of the Purchaser and the Companies under Section 4.2(a) shall be joint and several. (d) In addition to any rights of setoff or other rights that Purchaser may have at co...

Indemnification Setoff. 11.1. MSI shall indemnify, defend, and hold harmless LICENSEE and its officers, directors, employees, agents, successors, and assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees, arising out of or resulting from (a) any third party claims, suits, actions, or proceeding related to, arising out of, or resulting from MSI's breach of any representation, warranty, covenant, or obligation under this Sublicense Agreement or (b) any breach of any of MSI’s representations and warranties contained in Sections 3.4, 3.5 or 3.14 hereof. 11.2. LICENSEE will indemnify, hold harmless, and defend MSI; LANS; the sponsors of the research that led to the Technology; the inventors of any invention claimed in patents or patent applications under Patent Rights (including the Licensed Products, Licensed Services, and Licensed Methods contemplated thereunder); their employers; and the officers, employees, and agents of any of the foregoing (each and (“Indemnitee”), against any and all claims, suits, losses, damages, costs, fees, expenses, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties or fines of whatever kind if and to the extent resulting from, or arising out of, the exercise of this Agreement, except for any negligent acts of omissions or willful misconduct of an Indemnitee and except for claims or suits brought by an Indemnitee against another Indemnitee. This indemnification shall include, but will not be limited to, any product liability. In addition, LICENSEE may suspend payment of Earned Royalties hereunder if LICENSEE has determined that MSI may have breached a representation, warranty or covenant hereunder (as determined by LICENSEE in good faith) and may setoff the amount of such liability, cost or loss suffered by LICENSEE as a result of such breach.

Indemnification Setoff