Common use of Indemnity Obligations Clause in Contracts

Indemnity Obligations. Each Party (the “Indemnifying Party”) shall indemnify the other Party and its Affiliates, directors, officers, employees and agents and their respective successors, heirs and assigns (each an “Indemnified Person”) against any liability, damage, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon them arising from bodily injury or property damage claims made by Third Parties asserted against the Indemnified Person and its Affiliates, directors, officers, employees and agents under this Agreement or arising under any theory of liability (including product liability actions in the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that (a) the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Parties, (b) the act for which indemnification is sought did not constitute gross negligence or reckless or intentional misconduct by such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suit, action or demand, and (e) payment and indemnification of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayed, or by a court of competent jurisdiction.

Indemnity Obligations. Each Party (a) Subject to Sections 12.3 and 12.4 hereof, each of the “Indemnifying Party”Stockholders and Management Option Holders by adoption of this Agreement and approval of the Merger hereby jointly and severally agree to indemnify and hold the Parent (including its representatives and affiliates) harmless from, and to reimburse the Parent for, any Losses (as that term is hereinafter defined) directly or indirectly arising out of, based upon or resulting from (i) any inaccuracy in or breach of any representation or warranty of the Company, the Company’s Subsidiary and the Principal Stockholders set forth in Article III of this Agreement or any Schedule or certificate delivered by the Company or Company’s Subsidiary pursuant hereto; provided, that, notwithstanding Section 12.3 and 12.4 hereof, with respect to the matter disclosed on Item 5(ii) of Schedule 3.11, Parent shall indemnify make a claim for indemnification on or before the one (1) year anniversary of the Closing Date and that the maximum liability of the Stockholders with respect thereto shall be the aggregate Initial Merger Consideration; (ii) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of the Company, the Company’s Subsidiary and the Principal Stockholders (which covenants, agreements or undertakings were to be performed or complied with on or prior to the consummation of the Merger) which are contained in this Agreement; (iii) any claims arising prior to the Closing involving personal injury, death or physical damage to the tangible or real property of the Company or the Company’s Subsidiary or any other Party and its Affiliatesperson which otherwise would have been covered by fire, directorsproperty, officers, employees and agents and their respective successors, heirs and assigns casualty or liability insurance if the Company had such insurance in place for all periods prior to the Closing or (each an “Indemnified Person”iv) against any liability, damageclaim, loss or expense deficiency for any Taxes payable by the Company or the Company’s Subsidiary for any taxable period ending on or prior to the Closing Date or, to the extent such period includes, but does not end on the Closing Date, attributable to the portion of such period ending on the Closing Date; provided, that with respect to any matters disclosed on Schedule 3.9, Parent shall make a claim for indemnification only for Losses suffered (including reasonable attorney’s fees and expenses i) in excess of litigation$100,000 in the aggregate, (ii) incurred by or imposed upon them arising from bodily injury or property damage claims due to a prevailing claim for additional Taxes made by Third Parties asserted against the Indemnified Person Internal Revenue Service and its Affiliates, directors, officers, employees and agents under this Agreement not resulting from any audit of financial statements or arising under any theory a change in accounting practices of liability (including product liability actions in Parent or the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that (a) the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Parties, (b) the act for which indemnification is sought did not constitute gross negligence or reckless or intentional misconduct by such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suit, action or demandSurviving Corporation, and (eiii) netted against a reduction in Tax liability realized or to be realized by Parent or the Surviving Corporation in any past tax years, during the current tax year and during the two (2) following tax years, specifically due to the payment and indemnification of any matter disposed such claim for additional Taxes. The Escrow Deposit shall be available to compensate Parent for such Losses. However, the failure to make a claim against the Escrow Deposit will not constitute an election of by a compromise payment by such Indemnified Person, remedies or limit the Parent in any manner in the enforcement of any other remedies that may be available to it pursuant to consent decree or otherwisethe terms hereof. For purposes of this Agreement, the term “Losses” shall have been approved by the indemnifying Partiesmean any and all losses, which approval shall not be unreasonably withheld or delayeddamages, or by a court deficiencies, liabilities, obligations, actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, fees, diminution in value, costs and expenses (including, without limitation, all reasonable out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of competent jurisdictionaccountants and counsel) of any nature whatsoever.

Indemnity Obligations. Each Party (8.1 To the “Indemnifying Party”) shall fullest extent permitted by law, Architect agrees to defend, indemnify the other Party and its Affiliateshold harmless Owner, ESD112, CSG and their respective officers, directors, officersmembers, partners, agents, employees and agents and their respective successors, heirs and assigns volunteers (individually each an “Indemnified PersonParty” and collectively the “Indemnified Parties”) against any from all claims, liability, damagedamages, loss losses, causes of action, and expenses, including, but not limited to, attorneys’ fees, expert witness fees, court costs, or expense (including reasonable attorneyother costs of any nature related to either Architect’s fees and expenses breach of litigation) incurred by any material representation or imposed upon them arising from bodily injury warranty or property damage claims made by Third Parties asserted against the Indemnified Person and covenant in this Agreement and/or performance or non-performance of its Affiliates, directors, officers, employees and agents services under this Agreement (hereinafter singularly and collectively referred to as “Indemnity Claims”), but only to the extent directly or arising under indirectly caused by the negligence or willful misconduct of the Architect, anyone employed by them, or anyone for whose acts they may be liable. The parties specifically and expressly agree that if Indemnity Claims are caused or alleged to be caused in part by any theory joint or concurrent negligent act (either active or passive) or omission by an Indemnified Party, the Architect shall indemnify, defend and hold harmless such Indemnified Party, as provided above, from such Indemnity Claims to the extent such Indemnity Claims arise out of liability (including product liability actions in or result from the form negligence or willful misconduct of tortthe Architect or anyone directly or indirectly employed by them, warranty or strict liability) concerning a Collaboration Product anyone for whose acts the Architect may be responsible or liable. In no event shall the Architect be obligated to indemnify an External Product; provided that it shall be a condition Indemnified Party for Indemnity Claims which arise out of or result from the sole negligence of such Indemnified Party or its agents, servants or independent contractors who are directly responsible to such indemnity that (a) Indemnified Party, excluding the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Parties, (b) the act for which indemnification is sought did not constitute gross negligence or reckless or intentional misconduct by such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suit, action or demand, and (e) payment and indemnification of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayed, or by a court of competent jurisdictionArchitect herein.

Indemnity Obligations. Each Party Subject to Section 8 of this Agreement, each party (the “Indemnifying Party”) shall defend and indemnify the other Party party and its Affiliates, directors, officers, employees employees, and agents and their respective successorscontractors (collectively, heirs and assigns (each an the “Indemnified PersonParties”) and hold the Indemnified Parties harmless from and against any liabilitylosses, damagecosts, loss or expense damages, and fees (including reasonable attorney’s fees and expenses of litigationattorneys’ fees) incurred by or imposed upon them arising from bodily injury or property damage claims made by Third Parties asserted against the Indemnified Person and its Affiliates, directors, officers, employees and agents under this Agreement Parties in connection with any claim or arising under any theory of liability (including product liability actions in action brought by a third party to the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that extent based on: (a) any material breach by the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be in, Indemnifying Party of any warranty or not opposed to, the best interests of the Parties, obligation under this Agreement; (b) any material breach by the act for which indemnification is sought did not constitute gross negligence Indemnifying Party’s acts or reckless or intentional misconduct by such Indemnified Person, omissions; (c) the Indemnified Person provides the indemnifying Parties with prompt written notice use of any claimproduct or service provided by the Indemnifying Party, suitor any other item furnished by the Indemnifying Party to Subscribers. Customer shall defend and indemnify the DigiCert Indemnified Parties and hold them harmless from and against any losses, actioncosts, demand damages, and fees (including reasonable attorneys’ fees) incurred by the DigiCert Indemnified Parties in connection with a third party claim arising from: (a) any material breach of the Subscriber Agreement by a Subscriber receiving a Certificate hereunder; (b) any falsehood or judgment for which indemnification is sought hereunder, misrepresentation of fact provided by Customer or its Subscribers on a Certificate Application; (c) failure by Customer or its Subscribers to disclose a material fact on a Certificate Application if the misrepresentation or omission was made negligently or with the intent to deceive; (d) Customer’s or its Subscribers’ failure to protect its private key or otherwise to take the Indemnified Person cooperates fully in precautions necessary to prevent the defense compromise, loss, disclosure, modification or unauthorized use of such claim, suit, action Customer’s or demand, and a Subscriber’s private key; or (e) payment and indemnification Customer’s or its Subscriber’s use of any matter disposed of by a compromise payment by such Indemnified Personname (including without limitation a common name, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayeddomain name, or by e-mail address) that infringes upon the Intellectual Property Rights or a court of competent jurisdictionthird party.

Indemnity Obligations. Each Party Subject to Section 12.4 hereof, the Equityholders hereby jointly and severally agree to indemnify and hold the Parent harmless from, and to reimburse the Parent for, any Indemnity Claims (as that term is hereinafter defined) arising under the “Indemnifying Party”) terms and conditions of this Agreement. For purposes of this Agreement, the term "Indemnity Claim" shall indemnify the other Party mean any and its Affiliatesall losses, directorsdamages, officersdeficiencies, employees liabilities, obligations, actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, fees, costs and agents expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and their respective successors, heirs and assigns (each an “Indemnified Person”) against any liability, damage, loss or expense (including reasonable attorney’s fees and expenses disbursements of litigationaccountants and counsel) incurred of any nature whatsoever, net of insurance proceeds actually realized by Parent (collectively, "Losses") arising out of, based upon or imposed upon them arising resulting from bodily injury (i) any inaccuracy in or property damage claims made by Third Parties asserted against breach of any representation or warranty of the Indemnified Person and its Affiliates, directors, officers, employees and agents under Company or the Equityholders which is contained in this Agreement or arising under the Letter of Transmittal or any theory Schedule or certificate delivered pursuant hereto or thereto; (ii) any breach or nonfulfillment of, or any failure to perform, any of liability the covenants, agreements or undertakings of the Company (including product liability actions in the form of tortwhich covenants, warranty agreements or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that (a) the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed undertakings were to be inperformed or complied with on or prior to the consummation of the Merger) or the Equityholders which are contained in or made pursuant to the terms and conditions of this Agreement or the Letter of Transmittal; (iii) any claims arising prior to the Closing which otherwise would have been covered by fire, property, casualty or liability insurance if the Company had insurance in place for all periods prior to the Closing, or not opposed to, (iv) any claims arising from Taxes that are otherwise due prior to the best interests of the Parties, (b) the act for which indemnification is sought did not constitute gross negligence or reckless or intentional misconduct by such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suit, action or demand, and (e) payment and indemnification of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayed, or by a court of competent jurisdictionClosing.

Indemnity Obligations. Each Party (the “"Indemnifying Party”") shall --------------------- ------------------ indemnify the other Party and its Affiliates, directors, officers, employees and agents and their respective successors, heirs and assigns (each an “"Indemnified ----------- Person”") against any liability, damage, loss or expense (including reasonable attorney’s ------ attorneys' fees and expenses of litigation) incurred by or imposed upon them arising from bodily injury or property damage claims made by Third Parties asserted against the Indemnified Person and its Affiliates, directors, officers, employees and agents under this Agreement or arising under any theory of liability (including product liability actions in the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that (a) the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Parties, (b) the act for which indemnification is sought did not constitute gross negligence or reckless or intentional misconduct by such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suit, action or demand, and (e) payment and indemnification of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayed, or by a court of competent jurisdiction.

Indemnity Obligations. Each Party Notwithstanding anything to the contrary in this Agreement, it is agreed and understood that (x) any obligation of Seller or its Affiliates to indemnify or hold harmless Purchaser or its Affiliates or to make a payment shall, to the “Indemnifying Party”extent that such indemnification or payment relates to, and results in an adjustment to the consideration allocated to, a particular Purchased Asset in accordance with the provisions of Section 2.10 and Section 6.9, be deemed to be an obligation of the particular Seller Entity that transferred such Purchased Asset pursuant to this Agreement to Purchaser or an Affiliate of Purchaser, as applicable, to indemnify or hold harmless such acquiring entity and (y) any obligation of Purchaser or its Affiliates to indemnify or hold harmless Seller or its Affiliates or to make a payment shall, to the extent that such indemnification or payment relates to, and results in an adjustment to the consideration allocated to, a particular Purchased Asset in accordance with the provisions of Section 2.10 and Section 6.9, be deemed to be an obligation of the particular Affiliate of Purchaser (or Purchaser, as the case may be) that acquired such Purchased Asset pursuant to this Agreement from the relevant Seller Entity, to indemnify or hold harmless such Seller Entity. Nothing in the foregoing shall indemnify be interpreted as limiting the other Party and its Affiliates, directors, officers, employees and agents and their respective successors, heirs and assigns (each an “Indemnified Person”) against obligations of any liability, damage, loss party hereunder or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon them arising prevent indemnification payments from bodily injury or property damage claims being made by Third Parties asserted against Seller to Purchaser or Purchaser to Seller, as the Indemnified Person case may be, on behalf of the relevant Seller Entity or Purchaser Affiliate, and its AffiliatesSeller hereby fully and unconditionally guarantees to Purchaser the punctual payment, directorswhen due, officersof all amounts treated as owed hereunder by any Seller Entity, employees and agents Purchaser hereby fully and unconditionally guarantees the punctual payment, when due, of all amounts treated as owed hereunder by any acquiring entity. Neither Purchaser nor Seller shall be required to seek recovery from any Seller Entity or acquiring entity, as applicable, prior to seeking recovery from Seller or Purchaser, as applicable, and each of Purchaser or Seller’s obligations under this Section 9.9 shall not be affected or impaired by reason of any amendment, waiver, indulgence, forbearance or other variance under or in respect of this Agreement or arising under any theory of liability the other Transaction Documents (including product liability actions in other than the form of tortTransition Services Agreement, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that (a) the Indemnified Person seeking indemnification acted in good faith B2B Arrangement, the Alignment Fee Agreement, the Master Services Agreement and in a manner reasonably believed to be inany Sublease Agreement), or not opposed toany bankruptcy, the best interests of the Partiesinsolvency, (b) the act for which indemnification is sought did not constitute gross negligence receivership or reckless or intentional misconduct by other such Indemnified Person, (c) the Indemnified Person provides the indemnifying Parties with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought hereunder, (d) the Indemnified Person cooperates fully in the defense of such claim, suitclaims, action or demandproceeding relating to the Selling Entity or the acquiring entity, and (e) payment and indemnification of any matter disposed of by a compromise payment by such Indemnified Person, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayed, or by a court of competent jurisdictionas applicable.

Indemnity Obligations. Each Party Subject to Section 8 of this Agreement, each party (the “Indemnifying Party”) shall defend and indemnify the other Party party and its Affiliates, directors, officers, employees employees, and agents and their respective successorscontractors (collectively, heirs and assigns (each an the “Indemnified PersonParties”) and hold the Indemnified Parties harmless from and against any liabilitylosses, damagecosts, loss or expense damages, and fees (including reasonable attorney’s fees and expenses of litigationattorneys’ fees) incurred by or imposed upon them arising from bodily injury or property damage claims made by Third Parties asserted against the Indemnified Person and its Affiliates, directors, officers, employees and agents under this Agreement Parties in connection with any claim or arising under any theory of liability (including product liability actions in action brought by a third party to the form of tort, warranty or strict liability) concerning a Collaboration Product or an External Product; provided that it shall be a condition to such indemnity that extent based on: (a) any material breach by the Indemnified Person seeking indemnification acted in good faith and in a manner reasonably believed to be in, Indemnifying Party of any warranty or not opposed to, the best interests of the Parties, obligation under this Agreement; (b) any material breach by the act for which indemnification is sought did not constitute gross negligence Indemnifying Party’s acts or reckless or intentional misconduct by such Indemnified Person, omissions; (c) the Indemnified Person provides the indemnifying Parties with prompt written notice use of any claimproduct or service provided by the Indemnifying Party, suitor any other item furnished by the Indemnifying Party to Subscribers. Customer shall defend and indemnify the Symantec Indemnified Parties and hold them harmless from and against any losses, actioncosts, demand damages, and fees (including reasonable attorneys’ fees) incurred by the Symantec Indemnified Parties in connection with a third party claim arising from: (a) any material breach of the Subscriber Agreement by a Subscriber receiving a Certificate hereunder; (b) any falsehood or judgment for which indemnification is sought hereunder, misrepresentation of fact provided by Customer or its Subscribers on a Certificate Application; (c) failure by Customer or its Subscribers to disclose a material fact on a Certificate Application if the misrepresentation or omission was made negligently or with the intent to deceive; (d) Customer’s or its Subscribers’ failure to protect its private key or otherwise to take the Indemnified Person cooperates fully in precautions necessary to prevent the defense compromise, loss, disclosure, modification or unauthorized use of such claim, suit, action Customer’s or demand, and a Subscriber’s private key; or (e) payment and indemnification Customer’s or its Subscriber’s use of any matter disposed of by a compromise payment by such Indemnified Personname (including without limitation a common name, pursuant to consent decree or otherwise, shall have been approved by the indemnifying Parties, which approval shall not be unreasonably withheld or delayeddomain name, or by e-mail address) that infringes upon the Intellectual Property Rights or a court of competent jurisdictionthird party.