Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VI, from and after the Closing, ioneer Parent shall indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing.
(b) Subject to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”) from and against all Damages suffered by, imposed upon or incurred by any member of the Company Group to the extent caused by, arising from or based upon any breach of any representation or warranty of Investor contained in Article IV or any breach of any covenant or agreement of Investor contained in this Agreement.
Agreements to Indemnify. (a) As used in this Article 9:
Agreements to Indemnify. 17.6.1 In the event Closing occurs, the entities constituting Contributor, jointly and severally, hereby agree to indemnify and hold harmless Investor, its officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates (and their respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates) (the “Investor Indemnified Parties”), from and against all Liability, damage, deficiency, loss, costs, claims, encumbrances or expense, including interest or reasonable attorneys’ fees and disbursements (collectively, “Damages”) incurred by any of them arising prior to the first anniversary of the Closing Date (or 90 days after the expiration of the applicable statute of limitations with respect to a breach of the representation and warranty made by Contributor in Section 8.14) and that arise out of or as a result of (i) any breach of the representations and warranties made by Contributor in Article 8 hereof, (ii) any breach of any other representation or warranty made by Contributor herein or (iii) any breach or nonperformance of any covenant or agreement made by Contributor herein, unless, in the case of any of the foregoing items (i) through (iii), the indemnified party had written notice of such breach or nonperformance in advance of the Closing Date.
17.6.2 In the event Closing occurs, Investor hereby agrees to indemnify and hold harmless Contributor, its respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates (and their respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates) (the “Contributor Indemnified Parties”) from and against all Damages incurred by any of them and which arise prior to the first anniversary of the Closing Date and that arise out of or as a result of (i) any breach of the representations and warranties of Investor in Article hereof, (ii) any breach of any other representation or warranty made by Investor herein or (iii) any breach or nonperformance of any covenant or agreement made by Investor herein, unless, in the case of any of the foregoing items (i) through (iii), the indemnified party had written notice of such breach or nonperformance in advance of the Closing Date.
17.6.3 If any Person benefited by Section 17.6 (an “Indemnified Person”) is threatened with any claim, or any claim is presented to or made to an Indemnified Perso...
Agreements to Indemnify. (a) The following terms shall have the following definitions:
Agreements to Indemnify. (a) As used in this Article 6:
Agreements to Indemnify. Neither Novicius, nor any of its Subsidiaries, is a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the by-laws of Novicius and applicable laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with Novicius’ banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person (other than Novicius).
Agreements to Indemnify. Novicius Subco is not a party to or bound by any agreement of guarantee, indemnification (other than the Transaction Agreements, indemnification of directors and officers in accordance with the by-laws of Novicius Subco and applicable laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with Novicius Subco’s banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person (other than Novicius Subco).
Agreements to Indemnify. Grown Rogue Canada is not a party to or bound by any agreement of guarantee, indemnification (other than the Transaction Agreements, indemnification of directors and officers in accordance with the by-laws of Grown Rogue Canada and applicable laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with Grown Rogue Canada’s banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person (other than Grown Rogue Canada).
Agreements to Indemnify. Neither GRU, nor any of its Subsidiaries, is a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of managers and officers in accordance with the operating agreement of GRU and applicable Laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with GRU’s banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person (other than GRU).
Agreements to Indemnify. 1. Client shall indemnify, defend, and hold harmless Working Fields from any and all losses (including court costs and attorneys’ fees), and claims of any kind, which Working Fields may incur, or which may be claimed against Working Fields as a result of Client’s material breach of any of its responsibilities under this Agreement; any alleged violation by Client of any federal, state, or local laws, including OSHA, at the worksite of Working Fields associates assigned to Client; and the acts, efforts or omissions of Working Fields associates while performing services for Client.
2. Working Fields shall hold harmless, indemnify, and defend Client and its employees, officers, and directors from losses or expenses incurred in connection with any workers’ compensation claim or workers’ compensation lawsuit brought by a Working Fields temporary associate arising from a work-related injury sustained while such temporary associate was working on assignment at Client. Client shall give Working Fields prompt notice of any such claim or lawsuit and shall cooperate with Working Fields and its counsel in the defense of such claim or lawsuit. Notwithstanding any provisions to the contrary, in no event will Working Fields be liable to Client for any special, incidental, indirect or consequential damages (including lost profits) arising out of this Agreement whether in an action for or arising out of breach of contract, tort, or any other cause of action.
