Cross-Indemnities. (a) SplitCo hereby covenants and agrees, on the terms and subject to the limitations set forth in this Article IV, from and after the Closing, to indemnify and hold harmless Liberty Media, its Subsidiaries and their respective current and former directors, officers and employees, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (collectively, the “Liberty Indemnified Parties”), from and against any Losses incurred by the Liberty Indemnified Parties (in their capacities as such) to the extent arising out of or resulting from any of the following:
(i) the conduct of the SplitCo Businesses (whether before, on or after the Closing);
(ii) the SplitCo Assets;
(iii) the SplitCo Liabilities (whether incurred before or after the Closing);
(iv) any obligations of any of the Liberty Entities in favor of the MLB Entities, including, but not limited to, those indemnification and other obligations under, arising from or in connection with the MLB Agreements; or
(v) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of SplitCo or any of its Subsidiaries under this Agreement, any Restructuring Agreement or any Other Agreement.
(b) Liberty Media hereby covenants and agrees, on the terms and subject to the limitations set forth in this Article IV, from and after the Closing, to indemnify and hold harmless SplitCo, its Subsidiaries and their respective current and former directors, officers and employees, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (collectively, the “SplitCo Indemnified Parties”) from and against any Losses incurred by the SplitCo Indemnified Parties (in their capacities as such) to the extent arising out of or resulting from:
(i) the conduct of the Liberty Retained Businesses (whether before or after the Closing);
(ii) the Liberty Retained Assets;
(iii) the Liberty Retained Liabilities (whether incurred before or after the Closing); or
(iv) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of Liberty Media or any of its Subsidiaries (other than the SplitCo Entities) under this Agreement, any Restructuring Agreement or any Other Agreement.
(c) The indemnification provisions set forth in Sections 4.1(a) and (b) shall not apply to: (i) any Losses incurred by any SplitCo Entity pursuant to any contractual obligation (other than this Agreement, the Restructur...
Cross-Indemnities. Without limiting the respective obligations of MSG and Clients (each, a “Party”), each Party (in each case, the “Indemnitor”) hereby indemnifies and holds harmless the other Party and its affiliates and their respective officers, directors, partners, employees, shareholders, members and managers (in each case, collectively, the “Indemnitee”) for any claim, damage, loss, or reasonable expense, including reasonable attorneys’ fees (an “Indemnified Loss”), resulting from bodily injury or property damage arising out of the ownership, maintenance or use of the Aircraft which results from gross negligence or willful misconduct of such Party; provided, however, that neither Party will be liable for any Indemnified Loss to the extent:
(a) Such loss is covered by the insurance policies described in this Paragraph 9 (the “Policies”);
(b) Such loss is covered by the Policies but the amount of such loss exceeds the policy limits specified by Clients;
(c) Such loss consists of expenses incurred in connection with any loss covered in whole or in part by the Policies but such expenses are not fully covered by the Policies; or
(d) Such loss is caused by the gross negligence or willful misconduct of the Indemnitee.
Cross-Indemnities. Without limiting their respective obligations hereunder, each party (in each case, the “Indemnitor”) hereby indemnifies and holds harmless the other party and its affiliates and their respective officers, directors, partners, employees, shareholders, members and managers (in each case, collectively, the “Indemnitee”) for any claim, damage, loss, or reasonable expense, including reasonable attorneys’ fees (an “Indemnified Loss”), resulting from bodily injury or property damage arising out of the ownership, maintenance or use of the Aircraft which results from gross negligence or willful misconduct of such party; provided, however, that neither party will be liable for any Indemnified Loss to the extent:
(a) Such loss is covered by the insurance policies described in this Paragraph 9 (the “Policies”);
(b) Such loss is covered by the Policies but the amount of such loss exceeds the policy limits specified by Client; or
(c) Such loss consists of expenses incurred in connection with any loss covered in whole or in part by the Policies but such expenses are not fully covered by the Policies.
(d) Such loss is caused by the gross negligence or willful misconduct of the Indemnitee. For purposes of this Agreement, (i) Client and its affiliates (other than CSC and its affiliates), if any, shall be the Indemnitees in any case in which CSC is the Indemnitor; and (ii) CSC and its affiliates and their respective officers, directors, employees and shareholders (excluding Client and its members and managers, if any) shall be the Indemnitees in any case in which Client is the Indemnitor.
Cross-Indemnities. Upon termination of this Agreement, ICMC and OWNER shall continue to have the indemnity responsibilities set forth in Section 15.04.
Cross-Indemnities. (A) Subject to any limitations imposed under Delaware general corporate law or SEC policies concerning indemnification, Signalife agrees to indemnify, defend and hold Consultant and Consultant’s Personnel, Affiliates and Successors, if any, harmless from and against all losses, expenses and liabilities arising out of any claim by a third party against Consultant and such persons based upon their status as an agent of Signalife by operation of this Agreement. Notwithstanding the foregoing, the aforesaid obligation shall not apply to any claims relating to or arising from (i) gross negligence, willful misconduct, or the violation of any applicable law by Consultant or any of such persons, (ii) liabilities or obligations expressly reserved to Consultant under this Agreement such any the payment of employment taxes under section, or (iii) the failure to perform or other material breach of any of Consultant’s representations, warranties, covenants or acknowledgements under this Agreement or any other agreement Consultant may enter into with Signalife.
(B) Consultant agrees to indemnify, defend and hold Signalife and Personnel, Affiliates and Successors harmless from and against all losses, expenses and liabilities arising out of any claim by a third party against Consultant and such persons based upon their status as an agent of Signalife by operation of this Agreement relating to or arising from (i) gross negligence, willful misconduct, or the violation of any applicable law by Consultant or any of such persons, (ii) liabilities or obligations expressly reserved to Consultant under this Agreement such as the payment of employment taxes under section, or (iii) the failure to perform or other material breach of any of Consultant’s representations, warranties, covenants or acknowledgements under this Agreement or any other agreement Consultant may enter into with Signalife.
Cross-Indemnities. 20.1. Tenant shall indemnify, defend, and hold harmless Landlord, its agents, officers, directors, affiliates, members, partners, contractors, invitees and employees (collectively, the “Landlord Indemnitees”) from and against any and all damages, costs, expenses (including attorneys’ fees), and liabilities arising out of claims asserted against the Landlord Indemnitees or any of them by a third party for damage to the person or property of such third party to the extent arising from (a) any breach or default in the performance of any obligation of Tenant to be performed under the terms of this Lease, (b) any act or omission of Tenant, or any of Tenant’s Agents, arising from any activity, work or things done by Tenant, or any of Tenant’s Agents, in or about the Premises, or (c) Tenant’s use of the Premises, or from the conduct of Tenant’s business in or about the Premises. In case any action or proceeding is brought against the Landlord Indemnitees or any of them and Tenant is required to defend such Landlord Indemnitees pursuant to the immediately preceding sentence, Tenant shall defend those parties at Tenant’s expense by counsel reasonably satisfactory to Landlord (counsel determined by the insurance company of the party providing the indemnification is deemed satisfactory) and Landlord shall have the right to retain its own counsel (at its cost) in connection with said claims. This indemnity shall survive the expiration or sooner termination of this Lease. The foregoing indemnity shall not apply to damages, costs, expenses or liabilities arising from the negligence or willful acts of Landlord or any Landlord Indemnitees, or related to or arising under Environmental Laws (as defined in Section 23.1(e)) or Environmental Matters (as defined in Section 23.1(f)).
20.2. Landlord shall indemnify, defend, and hold harmless Tenant, its agents, officers, directors, affiliates, principals, trustees, members, partners, contractors, invitees and employees (collectively, the “Tenant Indemnitees”) from and against any and all damages, costs, expenses (including attorneys’ fees), and liabilities arising out of claims asserted against the Tenant Indemnitees or any of them by a third party for damage to the person or property of such third party to the extent arising from (a) any breach or default in the performance of any obligation of Landlord to be performed under the terms of this Lease, or (b) any act or omission of Landlord, or any of Landlord’s agents, partners, c...
Cross-Indemnities. The University shall indemnify and save harmless the Manager against and from any and all expenses, costs, damages, suits, actions, liabilities or claims arising out of any acts or omissions of the University hereunder, and from all claims and demands of every kind or nature made by any person or persons to or against the Manager, for all and every manner of costs, damages or expenses incurred by or injury (including death resulting at any time therefrom) or damage to such person or persons or his or her or their property, which claims or demands may arise howsoever out of the ownership and occupation of the MacEwan Building, except to the extent that the costs, damages, losses or expenses are incurred as a result of the gross negligence or acts of willful misconduct of the Manager or those for whom the Manager is at law responsible. The Manager shall indemnify and save harmless the University against and from any and all expenses, costs, damages, suits, actions, liabilities or claims arising out of any acts or omissions of the Manager hereunder, and from all claims and demands of every kind or nature made by any person or persons to or against the University, for all and every manner of costs, damages or expenses incurred by or injury (including death resulting at any time therefrom) or damage to such person or persons or his, her or their property, which claims or demands may arise howsoever as a result of the actions of the Manager in performing its obligations under this Agreement or in the Manager’s occupation of the MacEwan Building, and from all costs, counsel fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon, unless the cause, damages, losses or expenses are incurred as a result of the gross negligence or acts of willful misconduct of the University or anyone for whom the University is at law responsible.
Cross-Indemnities. Each of Syratech and LHC shall, except as otherwise provided in this Agreement (or any exhibit hereto), including, without limitation, Section 5.5 hereof. be responsible for representations and warranties, costs and expenses, performance or covenants and agreements, assumed liabilities and indemnification and other obligations under this Agreement and/or the Asset Purchase Agreement and other agreements delivered in connection with the Asset Purchase Agreement applicable to Buyer and LHC, respectively, or which relates to the portion of the Assets it is acquiring; and each will indemnify, defend and hold harmless the other from any action, claims, losses, etc. resulting from losses or claims relating to any of its responsibilities under this Agreement and/or the Asset Purchase Agreement. For example, LHC will be responsible for all matters relating to Farberware Outlet Stores and products sold therein, and, except as otherwise provided in this Agreement (or any exhibit hereto), including, without limitation, Section 5.5 hereof, Syratech will be responsible for obligations relating to Farberware products (i.e. warranty claims, purchase orders, sales 27 27 representative agreements) other than Farberware Products made by or for third parties (including LHC) pursuant to Farberware License Agreements.
Cross-Indemnities. 3.1 Subject to paragraph 3.4 below, the Ports Authority shall remain solely responsible for all debts owed to the employees by the Ports Authority and all other liabilities to the employees (including breath of contract, redundancy payments, pay in lieu of notice, or related damages or compensation, statutory or otherwise, of any type) which relate to their employment by the Ports Authority up to the date on which an employee ceases employment with the Ports Authority and commences employment with the concessionaire) (the "Employee Transfer Date") and the Ports Authority shall indemnify and keep indemnified the concessionaire accordingly.
3.2 Subject always to paragraph 3.4 below, the provisions of clause 2.5(n), clause 36.2 (i) and 36.3 (c) of the Agreement, the concessionaire shall be solely responsible 'for all the debts owed to the employees and for all other liabilities to the employees (including breach of contract, redundancy payments, pay in lieu of notice, or related damages or compensation, statutory or otherwise, of any type) which relate to their employment at any time on or after the Employee Transfer Date (even though any such amount may be calculated under applicable employment laws by reference to a period or periods of employment with the Ports Authority as well as a period of employment with the concessionaire) and the concessionaire shall indemnify and keep indemnified the Ports Authority accordingly.
3.3 To give effect to the provisions of paragraphs 3.1 and 3.2, all wages, salaries and other emoluments (including holiday pay) and other sums payable to the employees which are not specifically attributable to a particular event or time shall be apportioned on a time basis so that such part of the outstanding relevant amount attributable to the period ending immediately before the Employee Transfer Date shall be borne by the Ports Authority and such part of the amounts attributable to the period commencing on the Employee Transfer Date shall be borne by the concessionaire.
3.4 All gratuities payable by the Ports Authority to its employees or former employees who are subsequently employed by the concessionaire shall be dealt with as follows: the Ports Authority shall make provision for such sums as are necessary to cover the payment of the said gratuities; the amount so provided shall be calculated by reference to applicable Law, to the period of the relevant employee's employment by the Ports Authority and to the relevant employee's salar...
Cross-Indemnities. (a) Hawaiian and EDS each will be responsible for damages to their respective tangible personal and real property (whether owned or leased), and each party agrees to look to their own insuring arrangements with respect to such damages. Hawaiian and EDS each waive all rights to recover against each other for any loss or damage to their respective tangible personal property (whether owned or leased) from any cause covered by insurance maintained by each of them, including their respective deductibles or self-insured retentions. Hawaiian and EDS will each cause their respective insurers to issue appropriate waivers of subrogation rights endorsements to all property insurance policies maintained by each party. Each party will give the other party written notice if a waiver of subrogation is unobtainable, or obtainable only at additional expense. If the party receiving such notice agrees to reimburse the other party for such additional expense, the other party shall obtain such waiver of subrogation. If a waiver is unobtainable or if a party elects not to pay the additional expense of a waiver, then neither party shall waive their insurers subrogation rights.
(b) Hawaiian and EDS each will be responsible for claims for the death of or personal injury to any person (including any employee of either party), and claims for damages to any third party's tangible personal or real property (whether owned or leased), in accordance with the common law of the jurisdiction in which such claim is alleged to have occurred. Each party will indemnify, defend and hold harmless the other party from any and all claims, actions, damages, liabilities, costs and expenses, including without limitation, reasonable attorneys' fees and expenses, arising out of claims for which the indemnitor is responsible under the preceding sentence.
