Common use of Completion Guarantor’s Indemnification Clause in Contracts

Completion Guarantor’s Indemnification. In the event of a Takeover, Completion Guarantor shall defend, indemnify and hold harmless Producer, from and against any and all claims, actions, judgments and demands, together with all losses, liabilities, damages, costs and expenses incident thereto (including Attorneys’ Fees and Costs) incurred by Producer arising out of any default by Completion Guarantor with respect to Producer’s contractual obligations with respect to the Film to the extent the same were previously approved by Completion Guarantor, or as a result of Completion Guarantor’s gross negligence or Completion Guarantor defaulting in the performance of its obligations under any agreement entered into by Completion Guarantor after taking control of Production and Delivery, if and only to the extent, if any, that Producer has been prejudiced by the occurrence of any such default. Additionally, Completion Guarantor shall indemnify and hold harmless Producer with respect to claims against Producer arising solely as a result of Completion Guarantor’s use of Producer’s Power of Attorney that causes a default in Producer’s contractual obligations with respect to the Film in any agreement Completion Guarantor shall have previously approved. Completion Guarantor shall have no obligation to Producer or any other person to take any action to enforce any such agreement, contract or right or obligation to exercise any other right or power granted by this Agreement unless the following conditions have been satisfied: (a) such action shall have been requested of Completion Guarantor by Producer in writing, and (b) Completion Guarantor shall have received indemnity against costs and expenses which may be incurred in connection with such action in amounts and form satisfactory to Completion Guarantor. Notwithstanding anything herein to the contrary, Completion Guarantor’s indemnity shall not extend to any claims for which Producer must indemnify Completion Guarantor pursuant hereto including any claims resulting from an Event of Default even if such claims shall arise after a Takeover. Completion Guarantor reserves all rights, remedies, powers and defenses against Producer, at law or in equity, in the event of any breach hereof by Producer.

Completion Guarantor’s Indemnification. In the event of a Takeover, Completion Guarantor shall defend, indemnify and hold harmless Producer, from and against any and all claims, actions, judgments judgments, and demands, together with all losses, liabilities, damages, costs costs, and expenses incident thereto (including Attorneys’ Fees and Costs) incurred by Producer arising out of any default by Completion Guarantor with respect relating to Producer’s contractual obligations with respect to concerning the Film to the extent the same were previously approved by Completion Guarantor, or as a result of Completion Guarantor’s gross negligence or Completion Guarantor defaulting in the performance of its obligations under any agreement entered into by Completion Guarantor after taking control of Production and Delivery, if and only to the extent, if any, that Producer has been prejudiced by the occurrence of any such default. Additionally, Completion Guarantor shall indemnify and hold harmless Producer with respect to for claims against Producer arising solely as a result of Completion Guarantor’s use of Producer’s Power of Attorney that causes a default in Producer’s contractual obligations with respect to concerning the Film in any agreement Completion Guarantor shall have previously approved. Completion Guarantor shall have no obligation to Producer or any other person to take any action to enforce any such agreement, contract or right or obligation to exercise any other right or power granted by this Agreement unless the following conditions have been satisfied: (a) such action shall have been requested of Completion Guarantor by Producer in writing, and (b) Completion Guarantor shall have received indemnity against costs and expenses which may be incurred in connection with such action in amounts and form satisfactory to Completion Guarantor. Notwithstanding anything herein to the contrary, Completion Guarantor’s indemnity shall not extend to any claims for which Producer must indemnify Completion Guarantor pursuant hereto including any claims resulting from an Event of Default even if such claims shall arise after a Takeover. Completion Guarantor reserves all rights, remedies, powers powers, and defenses against Producer, at law or in equity, in the event of any breach hereof by Producer.

Completion Guarantor’s Indemnification. In the event of a Takeover, Completion Guarantor shall defend, indemnify and hold harmless Producer, from and against any and all claims, actions, judgments judgments, and demands, together with all losses, liabilities, damages, costs costs, and expenses incident connected thereto (including Attorneys’ Fees and Costs) incurred by Producer arising out of any default by Completion Guarantor with respect relating to Producer’s contractual obligations with respect to concerning the Film to the extent the same were previously approved by Completion Guarantor, or as a result of Completion Guarantor’s gross negligence or Completion Guarantor defaulting in the performance of its obligations under any agreement entered into by Completion Guarantor after taking control of Production and Delivery, if and only to the extent, if any, that Producer has been prejudiced by the occurrence of any such default. Additionally, Completion Guarantor shall indemnify and hold harmless Producer with respect to for claims against Producer arising solely as a result of Completion Guarantor’s use of Producer’s Power of Attorney that causes a default in Producer’s contractual obligations with respect to concerning the Film in any agreement Completion Guarantor shall have previously approved. Completion Guarantor shall have no obligation to Producer or any other person to take any action to enforce any such agreement, contract contract, or right or obligation to exercise any other right or power granted by this Agreement unless the following conditions have been satisfied: (a) such action shall have been requested of Completion Guarantor by Producer in writing, and (b) Completion Guarantor shall have received indemnity against costs and expenses which may be incurred in connection with such action in amounts and form satisfactory to Completion Guarantor. Notwithstanding anything herein to the contrary, Completion Guarantor’s indemnity shall not extend to any claims for which Producer must indemnify Completion Guarantor pursuant hereto including any claims resulting from an Event of Default even if such claims shall arise after a Takeover. Completion Guarantor reserves all rights, remedies, powers powers, and defenses against Producer, at law or in equity, in the event of any breach hereof by Producer.

Completion Guarantor’s Indemnification. In the event of a Takeover, Completion Guarantor shall defend, indemnify and hold harmless Producer, from and against any and all claims, actions, judgments and demands, together with all losses, liabilities, damages, costs and expenses incident thereto (including Attorneys’ Fees and Costs) incurred by Producer arising out of any default by Completion Guarantor with respect to Producer’s contractual obligations with respect to the Film to the extent the same were previously approved by Completion Guarantor, or as a result of Completion Guarantor’s gross negligence or Completion Guarantor defaulting in the performance of its obligations under any agreement entered into by Completion Guarantor after taking control of Production and Delivery, if and only to the extent, if any, that Producer has been prejudiced by the occurrence of any such default. Additionally, Completion Guarantor shall indemnify and hold harmless Producer with respect to claims against Producer arising solely as a result of Completion Guarantor’s use of Producer’s Power of Attorney that causes a default in Producer’s contractual obligations with respect to the Film in any agreement Completion Guarantor shall have previously approved. Completion Guarantor shall have no obligation to Producer or any other person to take any action to enforce any such agreement, contract or right or obligation to exercise any other right or power granted by this Completion Agreement unless the following conditions have been satisfied: (a) such action shall have been requested of Completion Guarantor by Producer in writing, and (b) Completion Guarantor shall have received indemnity against costs and expenses which may be incurred in connection with such action in amounts and form satisfactory to Completion Guarantor. Notwithstanding anything herein to the contrary, Completion Guarantor’s indemnity shall not extend to any claims for which Producer must indemnify Completion Guarantor pursuant hereto including any claims resulting from an Event of Default even if such claims shall arise after a Takeover. Completion Guarantor reserves all rights, remedies, powers and defenses against Producer, at law or in equity, in the event of any breach hereof by Producer.