Service Provider shall indemnify, hold harmless, release and defend Owner Persons Indemnified from any action brought against Owners, their Affiliates or any of their respective Representatives, to the extent based on a claim that any Licensed IP or any part thereof furnished hereunder, or the use thereof as permitted under this IP License, constitutes an infringement of any United States patent or United States copyright, or misappropriation of any trade secret, trademark rights, proprietary rights or other intellectual property rights of any Third Party; provided, however, Owners shall promptly notify Service Provider of any such claim, suits and actions in writing and Service Provider shall pay all costs, expenses, settlements and/or judgments resulting therefrom.

Indemnity and Expenses. The Grantors shall indemnify the Indemnitees and pay expenses in accordance with [Section 11.3] of the Amended and Restated Credit Agreement.

Indemnity of Indemnitee. The ​ agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time in accordance with the terms of this Agreement. In furtherance of this indemnification, and without limiting the generality of such indemnification:

Licensor represents, warrants, and undertakes to Licensee that as of the Effective Date:

Indemnity Escrow Fund. The Indemnity Escrow Fund shall be distributed by the Escrow Agent in accordance with this [Section 2.6], [Section 10.2], [Article IX] and the Escrow Agreement. Within ten (10) days following the Expiration Date, the amount of the Indemnity Escrow Fund then remaining (including, for the avoidance of doubt, sixty percent (60%) of all interest and other income earned thereon), minus an amount sufficient to cover any outstanding and unpaid Indemnification Claims made in good faith on or prior to the Expiration Date, shall be released to the Exchange Agent for distribution to Schultz. After the applicable date on which the Indemnity Escrow Fund is released pursuant to the foregoing sentence, upon the settlement or final determination of any prior or pending Indemnification Claim, any amount remaining in the Indemnity Escrow Fund relating to such prior or ending Indemnification Claim shall be immediately released to the Exchange Agent for distribution to Schultz.

Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party in respect of any and all costs, claims, losses, damages and expenses which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating:

Indemnity by Sellers. Subject to the provisions of [Section 8.4] of this Agreement, Sellers agree to indemnify, defend, protect and hold Purchaser and its officers, directors, shareholders and agents harmless for, from and against any and all # liabilities of Sellers, # Claims sustained directly or indirectly by Purchaser based on pre-closing operation of Sellers' business, and # breach of any of Sellers' respective representations and warranties made under this Agreement. Sellers agree to pay Purchaser's costs of defense and to indemnify Purchaser against all such liabilities, except for those described in [Section 8.4], that exist at the date of closing or are based on the conduct of Sellers' business prior to the date of Closing.

"German Share Pledge Agreement" means a notarised German law share pledge in favour of the Security Trustee granted by Schuh Limited over the shares in Genesco schuh GmbH.

any Lender claims indemnification from the Parent or an Obligor under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs),

German residents holding shares of Common Stock exceeding 1% of the Corporation’s total Common Stock, must notify their local tax office of the acquisition of Common Stock if the acquisition costs for all Common Stock held exceeds €150,000 or if the resident holds 10% or more in the Corporation’s total Common Stock.