Xxxxxxxx Indemnity. Buyer shall indemnify and defend Xxxxx Xxxxxxxx against, and shall hold him harmless from, any and all costs, claims, damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit, proceeding, plus any assessments, interest and penalties thereon) (collectively, and after subtracting the amount of any insurance proceeds recoverable with respect thereto, “Loss”) incurred or suffered by him arising out of any claim made by Southwest against him under the Southwest Financing, unless any such claim, or any failure to pay or other default under such Financing is caused by any breach or wrongful act of Xxxxx Xxxxxxxx.
Xxxxxxxx Indemnity. Xxxxxxxx hereby agrees to indemnify Xxxxx and its Affiliates for any Damages they may suffer by reason of: (i) the use or occupancy by Xxxxxxxx of the Fayetteville Road Property during the term of this Agreement, including any accident, injury to or death of persons or loss of or damage to property occurring on or about the Fayetteville Road Property or any part thereof or the adjoining properties, sidewalks, curbs, streets or ways; (ii) any failure on the part of Xxxxxxxx to perform or comply with any of the terms of this Agreement; or (iii) the performance of any labor or services or the furnishing of any materials or other property in respect of the Fayetteville Road Property or any part thereof (other than the performance of labor or services or the furnishing of any materials or other property (A) pursuant to the Fabrication Services Agreement or any other agreement between Matrix or any of its Affiliates and Xxxxxxxx or any of its Affiliates, or (B) pursuant to the Orion Contract); except, in each case, to the extent the same (y) is a Retained Obligation or is a breach or misrepresentation of any covenant, agreement, representation or warranty of Xxxxx, Matrix or GSAC in this Agreement, the Purchase Agreement or any other Ancillary Document, or (z) results from or arises out of any actions or inaction (where they had a duty or obligation to act) of Xxxxx, Matrix, GSAC or any of their Representatives; provided that the foregoing indemnification obligation of Xxxxxxxx shall apply to accidents, injuries or deaths of Xxxxx'x or its Affiliates' Representatives, and to damages to Xxxxx'x or its Affiliates' property, in either case while located on the Fayetteville Road Property only to the extent resulting from or arising out of the negligence or willful misconduct of Xxxxxxxx, its Affiliates or its or their Representatives.
Xxxxxxxx Indemnity. Xxxxxxx shall indemnify and hold harmless IOI, its officers, directors, employees, agents and representatives, against and in respect of any and all claims, demands, losses, expenses (including reasonable attorneys' fees), obligations, amounts liabilities, damages, recoveries and deficiencies, including interest and penalties, that result or arise from any misrepresentation, breach of warranty or breach or nonfulfillment of any agreement or covenant on the part of Xxxxxxx contained in this Agreement or in any schedule, certificate, or other instrument delivered pursuant hereto or in connection herewith.
Xxxxxxxx Indemnity. Subject to the limitations set forth in Section 10.3.2, X.X. Xxxxxxxx will indemnify and hold harmless Xxxxxxxx and its respective officers, directors, agents and employees, and each person, if any, other than himself who controls or may control Xxxxxxxx (hereinafter in this Section 10.3 referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, net of any recoveries under insurance policies or tax savings known to Xxxxxxxx at the time of making of claim hereunder, arising out of any misrepresentation or breach of or default in connection with any of the representations, warranties and covenants given or made by Xxxxxxxx in this Agreement or any certificate, document or instrument delivered by or on behalf of Xxxxxxxx pursuant hereto (hereafter in this Section 10.3 referred to as "ANTINORI DAMAGES").
Xxxxxxxx Indemnity. Except for obligations and liabilities expressly assumed by PKGP hereunder, Xx. XxXxxxx hereby agrees to indemnify, hold harmless and defend PKGP and its shareholders, directors, officers and employees from all obligations and liabilities, due or maturing prior to the Closing Date , incurred by Office Quick or arising from Office Quick business PRIOR TO THE CLOSING, including the payment of all expenses and attorneys' fees arising therefrom.
Xxxxxxxx Indemnity. Xxxxxxxx shall and does hereby indemnify, defend, and hold harmless Freshwater and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Freshwater and its shareholders by reason of, resulting from, based upon or arising out of:
Xxxxxxxx Indemnity. Xxxxxxxx has provided to Purchaser a true and correct copy of the agreement pursuant to which Xxxxxxxx has provided the Company with the indemnification related to certain aluminum plate sold by a predecessor to the Company, as described in the S-1 (defined below). Such agreement is in full force and effect, is binding on Xxxxxxxx in accordance with its terms and shall survive the Closing in accordance with its terms.
Xxxxxxxx Indemnity. Subject to Paragraphs 8.1.2 (A123 IP Indemnities) and 8.1.2.4 ([**]) and their subparagraphs, XXXXXXXX will indemnify, defend, and hold harmless A123 and its SUBSIDIARIES and their trustees, officers, employees, and agents and their respective successors, heirs and assigns (the "A123 INDEMNITEES"), against any liability, damage, loss, or expense (including reasonable attorneys fees and expenses) incurred by or imposed upon any of the A123 INDEMNITEES in connection with any THIRD PARTY claims, suits, actions, demands or judgments arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any product, process, or service that is made, used, sold, imported, or performed by XXXXXXXX pursuant to any right or license granted under this AGREEMENT; provided, however, that XXXXXXXX will not be obligated to indemnify A123 for any such liability, damage, loss, or expense that arise as a result of gross negligence or willful misconduct on the part of A123 or AFFILIATEs of A123 or its and their respective directors, officers, employees and agents.
Xxxxxxxx Indemnity. 79 Section 6.15 Default Under Senior Secured Discount Notes...... 79 Section 6.16
Xxxxxxxx Indemnity. The Xxxxxxxx Indemnity shall remain legal, valid and binding in all respects as of the Effective Date.
