TDCC Sample Clauses

TDCC. TDCC agrees to indemnify, defend and hold harmless Symyx and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the "Symyx Indemnitees") from and against any losses, costs, reasonable expense from lost time of Symyx employees, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") arising, directly or indirectly out of or in connection with Third Party claims, suits, actions, demands or judgments, including without limitation, personal injury, product liability, patent infringement and trade secret misappropriation matters, suits, actions or demands relating to (i) any Agreement Compounds or Products which are developed, manufactured, used, sold or otherwise distributed by or on behalf of TDCC, its Affiliates, Sublicensees or other designees (other than Symyx, its Affiliates and licensees), (ii) TDCC's activities in performing the Research Program, (iii) Symyx's research activities in performing the Research Program arising in circumstances where TDCC has directed these activities pursuant to Section 3.6, and (iv) any breach by TDCC of the representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from the negligence or intentional misconduct of the Symyx Indemnitees. Except as expressly set forth herein regarding reasonable expenses from lost time of Symyx employees, indemnification hereunder does not include any consequential damages or lost profits which may be suffered by the Symyx Indemnitees.
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TDCC. TDCC agrees to indemnify, defend and hold harmless Symyx and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the “Symyx Indemnitees”) from and against any losses, costs, reasonable expense from lost time of Symyx employees, claims, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) arising, directly or indirectly out of or in connection with Third Party (including TDCC employees and TDCC independent contractors) claims, suits, actions, demands or judgments, including without limitation, personal injury, product liability, patent infringement and trade secret misappropriation matters, suits, actions or demands relating to *, except, in each case, to the extent such Liabilities result from *. The obligation to indemnify as set forth in this Section 14.1: (a) shall apply regardless of any insurance coverage of the indemnifying party and (b) shall apply when the Third Party asserting the claim, suit, action, demand or judgment under this Section 14.1 is a party providing insurance to the indemnifying party.
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TDCC. TDCC shall [***].
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TDCC. TDCC shall retain all right, title and interest in and to [***].
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TDCC. TDCC hereby represents and warrants or covenants and agrees, as appropriate, that (i) it has delivered complete and accurate copies of the Tax Materials to Spinco and Parent and (ii) the facts presented and the representations made therein, to the extent descriptive of or that relate to the actions or non-actions of (A) the TDCC Group at any time or (B) the Spinco Group at any time at or prior to the Effective Time (including, in each case, (x) the business purposes for the Distribution described in the IRS Ruling Request and the other Tax Materials to the extent that they relate to the TDCC Group at any time or the Spinco Group at any time at or prior to the Effective Time, and (y) the plans, proposals, intentions and policies of the TDCC Group at any time or the Spinco Group at any time at or prior to the Effective Time), are, or will be at the time presented or made in the case of the TDCC Group, and at the time presented or made (and, if applicable, through and including the Effective Time) in the case of the Spinco Group, are true, correct and complete in all respects.
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