MVSN » Topics » Indemnification

This excerpt taken from the MVSN 8-K filed Feb 21, 2008.

Indemnification

7.1 Indemnification by Seller. After the Closing Date and subject to the additional provisions set forth in this Article VII, Seller shall indemnify Buyer and Buyer’s stockholders, officers, directors, employees and representatives (each a “Buyer Indemnitee”) against, and hold each Buyer Indemnitee harmless from, any and all claims, losses, damages, liabilities, payments and obligations, and all expenses, including, without limitation, reasonable legal fees and costs of settlement (collectively “Losses”), incurred, suffered, sustained or required to be paid, directly or indirectly, by, or imposed upon, such Buyer Indemnitee resulting from, related to or arising out of (i) any breach or inaccuracy as of the date hereof or the Closing Date of any representation or warranty of Seller contained in this Agreement or the Transaction Agreements delivered to Buyer pursuant to the provisions of this Agreement or the Transaction Agreements

 

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(in each case, determined without regard to any qualifications therein referencing the terms “materiality,” “Material Adverse Effect,” or other terms of similar import or effect); (ii) any breach by the Seller or any failure of Seller to perform any of the covenants or obligations contained in this Agreement or the Transaction Agreements delivered to Buyer pursuant to the provisions of this Agreement or the Transaction Agreements; (iii) the Excluded Assets and the Excluded Liabilities; and (iv) Losses from breach of contract or other claims made by any party alleging to have had a contractual or other right to acquire the Business or the Purchased Assets.

7.2 Indemnification by Buyer. After the Closing Date and subject to the additional provisions set forth in this Article VII, Buyer shall indemnify Seller and Seller’s stockholders, officers, directors, employees and representatives (each a “Seller Indemnitee”) against, and hold each Seller Indemnitee harmless from, any and all Losses, incurred, suffered, sustained or required to be paid, directly or indirectly, by, or imposed upon, such Seller Indemnitee resulting from, related to or arising out of (i) any breach or inaccuracy of any representation or warranty of Buyer contained in this Agreement or the Transaction Agreements delivered to Seller pursuant to the provisions of this Agreement or the Transaction Agreements (in each case, determined without regard to any qualifications therein referencing the terms “materiality,” “Material Adverse Effect,” or other terms of similar import or effect); (ii) any breach by the Buyer or any failure of Buyer to perform any of the covenants contained in this Agreement or the Transaction Agreements delivered to Seller pursuant to the provisions of this Agreement or the Transaction Agreements; and (iii) the Assumed Liabilities.

7.3 Losses. As used herein, “Losses” are not limited to matters asserted by third parties, but include Losses incurred or sustained by an Indemnitee in the absence of claims by third parties.

This excerpt taken from the MVSN 10-K filed Mar 31, 2005.

Indemnification

The Company sells software licenses and services to its customers under contracts. Each contract contains the relevant terms of the contractual arrangement with the customer, and generally includes certain provisions for indemnifying the customer against losses, expenses, and liabilities from damages that may be awarded against the customer in the event the Company’s software is found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party.

(12)       Segment and Geographic Information

The Company is organized in two business units, the Entertainment Technologies Group and the Software Technologies Group. The Entertainment Technologies Group licenses content protection technology to video, music, and PC games content owners. The Entertainment Technologies Group’s business activities in DVD, VHS and VOD are similar products and have been grouped together as video content protection technologies. The Company’s Hawkeye peer-to-peer file antipiracy service that was introduced in 2004 is also included in the Entertainment Technologies Group. The Software Technologies Group develops and markets the Company’s software value management solutions which include the FLEXnet suite of electronic license management, electronic license delivery, and software asset management products, as well as the recently acquired InstallShield Installer, Update Service, and Admin Studio products.

Segment income is based on segment revenue less the respective segment’s cost of revenues, excluding amortization of intangibles from acquisitions, selling and marketing expenses and research and development expenses. The Company does not identify or allocate its assets, including capital expenditures, by segment. Accordingly, assets are not reported by segment because the information is not available and is not reviewed by the chief operating decision maker to make decisions about resources to be allocated among business units or to assess their performance. The following segment reporting information of the Company is provided (in thousands):

EXCERPTS ON THIS PAGE:

8-K
Feb 21, 2008
10-K
Mar 31, 2005
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