Agreement by Texaco, GOC and GRMC to Indemnify Sample Clauses

Agreement by Texaco, GOC and GRMC to Indemnify. In addition to indemnifying Buyer and the Realty Company in accordance with Sections 9(n) or 12 herein, Texaco, GOC and GRMC, jointly and severally, agree, as part of the consideration for the transaction which is the subject of this Agreement, to indemnify and hold harmless Buyer and the Realty Company from and against any and all claims, demands or causes of action and any liability, cost, expense (including but not limited to reasonable attorney’s fees and expenses incurred in defense of Buyer and the Realty Company), damage or loss which may be asserted by Buyer and the Realty Company or any other party or parties, on account of acts or omissions on the part of Texaco or any member of the GOC Group in respect of the Operation on or prior to the Closing Date, including, without limitation, (x) any loss due to any breach of a representation, warranty or covenant hereunder, (y) any loss on account of personal injury or death or property damage caused by or arising out of any event or occurrence happening on or prior to the Closing Date at the Operation, and (z) any loss resulting from any event, occurrence, condition or state of repair at the Oper- ation which came into existence before the Closing Date, resulting from, but not limited to, the personal property, fixtures, equipment, underground storage tanks and connecting piping whether above or below ground, or any use thereof; provided, that Buyer and the Realty Company shall not be indemnified by Texaco, GOC or GRMC with respect to any claims asserted against Buyer and the Realty Company or by Buyer and the Realty Company against Texaco, GOC or GRMC more than one year after the Closing Date regarding leaks or seepage from underground tanks or connecting piping whether above or below ground. Notwithstanding the indemnification by Texaco, GOC and GRMC set forth in the preceding sentence with respect to damage caused by underground storage tanks or connecting piping, whether above or below ground, Buyer agrees that it will be responsible for the repair or replacement of all equipment purchased pursuant to this Agreement, including without limitation underground storage tanks and connecting piping, whether above or below ground, which require repair or replacement after the Closing. Buyer agrees that it will not assert any claims (other than claims for indemnification hereunder) or causes of action against Texaco or the GOC Group for leaking tanks or piping or underground leaks, unless Texaco fails to abi...
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Related to Agreement by Texaco, GOC and GRMC to Indemnify

  • Indemnification and Reimbursement by Buyer Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with:

  • Agreement to Indemnify The Company agrees to indemnify Indemnitee as follows:

  • Exculpation and Indemnification of Escrow Agent (a) Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice or depositing the Escrow Funds. Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than Escrow Agent) or any maker, endorser or other signatory of any document to perform such person's or entity's obligations hereunder or under any such document. Except for this Agreement and instructions to Escrow Agent pursuant to the terms of this Agreement, Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof.

  • Buyer’s Agreement to Indemnify Subject to the terms, conditions and limitations of this Agreement, Buyer agree to indemnify, defend and hold harmless Seller and their agents, from and against all Damages to which Seller becomes subject as a result of, arising out of, or based in any of the following:

  • Indemnification in Third Party Proceedings Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent permitted by the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding, for any and all expenses, actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Seller’s Agreement to Indemnify Subject to the terms, conditions and limitations of this Agreement, Seller agrees to indemnify, defend and hold harmless Buyer, their officers, employees, directors, and agents from and against all Damages to which Buyer become subject as a result of, arising out of, or based on any of the following:

  • Indemnification; Exoneration (a) In addition to amounts payable as elsewhere provided in this ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

  • Compensation and Indemnification The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability.

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