Xerox Indemnities Sample Clauses

Xerox Indemnities. 28 10.2 New dpiX Indemnity............................................................................... 28 SECTION 11 MISCELLANEOUS......................................................................................... 29
Sample 1
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Xerox Indemnities. Xerox shall indemnify, protect, defend and ----------------- hold harmless New dpiX, and any of its Affiliates and each of their respective officers, directors, members, stockholders, employees, servants, and agents (each an "Indemnified Person") against any and all liabilities, obligations, ------------------ losses, damages, penalties, claims, costs, expenses (including reasonable attorneys' fees and expenses), actions or suits of whatsoever kind and nature (whether arising on the basis of negligence, strict or absolute liability or liability in tort) ("Losses") which may be imposed on, incurred by, suffered by, ------ or asserted against, directly or indirectly, an Indemnified Person (whether or not named) or through the application of New dpiX's assets as a result of, in connection with or arising out of (i) any investigation, cleanup, removal, remediation or response action required under any Environmental Law in connection with the actual or alleged presence or release of Hazardous Materials on any property currently or previously owned or operated by dpiX or its predecessors ("Company Property") on or prior to the Closing Date; and (ii) any ---------------- Environmental Claim or violation of any Environmental Law relating to (x) any Company Property or (y) the operations of Xerox or dpiX, their Affiliates, agents, contractors or subcontractors, in the case (x) or (y) to the extent arising from conditions, events or circumstances occurring or existing on or prior to the Closing Date, whether or not known prior to the Effective Time; (iii) liabilities of dpiX for income Taxes that are attributable to all periods prior to the Effective Time; (iv) liabilities of dpiX for any funding obligations under any qualified benefit plans of dpiX, Xerox or any Affiliate of Xerox that relate to liabilities that accrued on or before the Effective Time; (v) the termination of employment of any dpiX or Xerox employee terminated prior to the Effective Time (whether or not such termination was requested by New dpiX) except as otherwise provided in Section 7.4; (vi) any breach of Xerox's obligations under the second sentence of Section 2.6(d) and (vii) any breach of Xerox's representations or warranties set forth in Section 3 provided that the indemnity in this clause (vii) shall be subject to an aggregate cap of $5,000,000 except in the case of fraud. Additionally, Xerox agrees to indemnify and hold harmless each Indemnified Person and any successor to New dpiX's inter...
Sample 1

Related to Xerox Indemnities

  • Indemnities 16.1 The Grantee indemnifies the Commonwealth, its officers, employees and contractors against any claim, loss or damage arising in connection with the Activity.

  • Tax Indemnities (a) From and after the Closing Date, the Seller shall indemnify and hold the Purchaser and each Pershing Company and their respective officers, directors, employees and agents harmless against any and all Taxes (except Taxes accrued on the Closing Balance Sheet): (i) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date (including, without limitation, any obligation to contribute to the payment of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that include any Pershing Company, and Taxes resulting from any Pershing Company ceasing to be a member of the Seller's affiliated group for US federal income Tax purposes); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (any such period, a "Straddle Period"), Taxes imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date, including the pre-Closing portion of any Straddle Period because of a breach by the Seller of the representations and warranties set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's liability with respect to this clause (v).

  • Separate Indemnities To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

  • Expenses; Indemnities (a) Each Lender agrees to reimburse Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Obligor) promptly upon demand for such Lender’s Proportionate Share of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Obligor) that may be incurred by Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.

  • Insurance and Indemnities 15.1 The Service Provider shall maintain the following insurances for the duration of the contract:

  • Liability and Indemnities Alberta Innovates shall not be liable in any way whatsoever to the Applicant or any of its directors, officers, employees, agents, personal legal representatives and/or heirs for any losses, damages or claims, including but not limited to indirect, incidental, consequential, or special damages or any loss of profits, loss of business opportunity, loss of revenue, or any other loss or injury suffered or arising in any way whatsoever in the course of the Project, whether arising before or after submitting an Application or entering into the Investment Agreement with Alberta Innovates. The Applicant agrees to indemnify, defend and hold harmless Alberta Innovates, its directors, officers, employees and agents against and from any and all third party claims, demands, actions and costs whatsoever (including legal costs on a solicitor and his own client full-indemnity basis) that may arise directly or indirectly out of any act or omission of the Applicant, or any of its directors, officers, employees, contractors, agents or legal representatives or the negligence or tortious act or willful misconduct of the Applicant or any of its directors, officers, employees, contractors, agents or legal representatives in relation to their obligations under this Investment Agreement. This section will survive termination or expiry of this Investment Agreement.

  • Other indemnities The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

  • Expenses and Indemnities 64 10.1 Expenses.......................................................................................64 10.2 Indemnification................................................................................65

  • Warranties; Indemnities Except for the warranties and indemnities contained in those Contracts and agreements set forth in the Company Disclosure Schedule and warranties implied by law, the Company has not given any warranties or indemnities relating to products or technology sold or services rendered by the Company.

  • Miscellaneous indemnities The Borrower shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with:

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