Indemnification by Philips Sample Clauses

Indemnification by Philips. (a) Philips hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless Newco from, against and in respect of any Losses suffered by Newco, the Company or any Company Subsidiary resulting from (i) any breach of any representation or warranty made by Philips contained in this Agreement for the period such representation or warranty survives (other than those in Section 4.8, which shall be subject solely to the provisions of Section 6.9(f)) (it being understood that for purposes of this Section 8.2(a) any qualifications relating to a Philips Material Adverse Effect contained in such representation or warranty (other than in Section 4.4) shall be disregarded for purposes of determining whether such representation or warranty was breached), (ii) the claims raised by Company X (“Company X”) as summarized in Section 4.9 of the Disclosure Letter as well as any related claims raised by Company X or any of its Affiliates prior or following the Date of this Agreement (together the “Company X Claims”) (any Losses relating to such claims, the “Company X Losses”) or (iii) any breach of any covenant or agreement of Philips contained in this Agreement. In the event that an indemnified Loss is incurred by the Company or any Company Subsidiary, Philips shall make the payment required hereunder directly to the Company or such Company Subsidiary (unless such payment would create adverse tax consequences for Philips, in which case the payment shall be made to Newco). (b) Notwithstanding Section 8.2(a), Philips shall not be liable to Newco for any Losses (other than any Company X Losses, for which Philips shall be liable in their entirety, provided that Newco has complied with its obligations pursuant to Section 8.4(f)) unless such Losses exceed (i) an amount equal to €1 million with respect to each individual indemnification claim or series of related claims arising out of the same facts or circumstances or (ii) an aggregate amount equal to two percent (2%) of the Purchase Price, and then for the total and not only for Losses in excess of that amount and up to an aggregate amount equal to ten percent (10%) of the Purchase Price, provided that the limitations hereunder shall not apply in respect of any liability of Philips under Section 6.3 (provided, however, that Philips shall not be liable to Newco for any Losses resulting from a breach by Philips of Section 6.3, unless such Losses exceed in the aggregate €10 million) or a breach of the repres...
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Indemnification by Philips. Philips agrees to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by Philips to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability Philips may otherwise have. In no event shall the liability of Philips be greater in amount than the dollar amount of the proceeds received by Philips under the sale of the Registrable Securities giving rise to such indemnification obligation.
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Indemnification by Philips. Philips agrees, upon exercise of its registration rights pursuant to Section 2 or 3, to (i) indemnify and hold harmless the Company, its directors, officers who sign any Registration Statement and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by Philips expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.
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Indemnification by Philips. PHILIPS shall indemnify, hold harmless and defend PCOM from and against any and all liabilities, suits, claims, losses, damages, judgments, and costs (including reasonable attorneys' fees) (collectively "Claims") brought by a third party against PCOM for infringement of any patent, copyright. trade secret, trademark or other legally enforceable proprietary right of any third party to the extent directly arising out of (i) solely the Product(s) in which a DOCSIS MAC is incorporated, exclusive of the incorporated DOCSIS MAC; and (ii) any modifications made to the DOCSIS MAC by Philips and/or its Affiliates if such infringement would not have occurred in the DOCSIS MAC without such modification.
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Indemnification by Philips. (i) Philips will defend, indemnify and hold harmless Customer and its Affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns (the “Customer Indemnitees”) from and against all liabilities, costs, damages, Claims and expenses, including reasonable attorney’s fees, arising from or related to any actual or alleged [Redacted – Commercially Sensitive – Indemnification Details]. (ii) Customer will defend, indemnify and hold harmless Philips and its Affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns (the “Philips Indemnitees”) from and against all liabilities, costs, damages, Claims and expenses, including reasonable attorney’s fees, arising from or related to any actual or alleged [Redacted – Commercially Sensitive – Indemnification Details]
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Related to Indemnification by Philips

  • Indemnification by ▇▇▇▇▇ ▇▇▇▇▇ agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by ▇▇▇▇▇ to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that ▇▇▇▇▇ has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by ▇▇▇▇▇▇ The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by ▇▇▇▇▇▇▇ Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

  • Indemnification by ▇▇▇▇▇▇▇▇ The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by Us We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.