General Indemnification Obligations. 3.1.1. The Seller shall indemnify and defend the Buyer and the Parent and hold the Buyer and the Parent harmless from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, diminution of value, penalties, fines, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, costs, expenses and fees, including court costs and reasonable attorneys’ fees and expenses (collectively, “Adverse Consequences”) arising out of, resulting from, relating to, in the nature of or caused by any misrepresentation or breach of any representation, warranty, covenant or agreement made by the Seller in this Agreement or in any statement, certificate, instrument or other document or item furnished or delivered or to be furnished or delivered by the Seller to Buyer pursuant to this Agreement or in connection with the transactions contemplated by this Agreement.
General Indemnification Obligations. (a) Subject to the limitations and other provisions of this Article IX, from and after the Applicable Closing Date, Crestwood shall indemnify and hold harmless each of CEGPS, its Affiliates and its and their equityholders, officers, directors, trustees, employees, managers, advisors, representatives or agents, and each of their respective successors and permitted assigns (collectively, the “CEGPS Indemnified Parties”) from and against any and all Adverse Consequences arising out of, resulting from, or caused by any (i) misrepresentation or breach of any representation or warranty made by Crestwood in this Agreement or in any certificate furnished or delivered by Crestwood to CEGPS pursuant to this Agreement, (ii) breach of any covenant or agreement of Crestwood contained in this Agreement, (iii) Crestwood Indemnified Tax or (iv) Transaction Expenses to be paid by Newco, Newco Service Company or any of the Contributed Entities to the extent not reflected in the calculation of the Initial Post-Closing Adjustment or the Second Post-Closing Adjustment; provided, however, for clarity, that for purposes of (i) and (ii) above, Crestwood shall have no indemnification obligation under this Article IX in respect of matters relating to Crestwood Pipeline East or its assets unless the Second Closing occurs.
General Indemnification Obligations. To the fullest extent permitted by law, and in addition to and not in limitation of any other indemnification provisions set forth in this Lease Agreement, but subject to the provisions of Section 12.03 hereof, Tenant shall indemnify, defend and hold harmless Landlord from and against: (i) any loss, liability, or damage suffered or incurred by Landlord arising from or in connection with (a) Tenant’s use or occupancy of the Premises and/or Tenant’s performance of its responsibilities under this Lease Agreement (other than losses, liabilities or damages that actually are covered by the insurance policies described in Section 12.02 hereof), or (b) the non-performance of the terms of this Lease Agreement to be performed by Tenant; (ii) any loss, liability, or damage suffered or incurred by Landlord on account of injury to Person or property or from loss of life sustained in, on, or about the Premises or the Air Park resulting from the willful misconduct or negligent act or omission of Tenant or of its employees or from any act or omission of Tenant or of its employees that violates applicable laws; and (iii) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including reasonable attorney’s fees) directly relating to the foregoing. In the event that a claim for indemnification results from or arises out of a circumstance described in Section 10.03 and such claim could also be asserted under this Article 11, then such claim shall be brought under, and be subject to the conditions of, Section 10.03.
General Indemnification Obligations. MEI and Sub hereby agree to, jointly and severally, indemnify, defend and hold Investor and its respective officers, directors and Affiliates (including, after the Closing, the Company and the Transferred Subsidiaries) (the "Investor Indemnitees") harmless from and against and to reimburse the Investor Indemnitees with respect to any one or more of the following: (i) any and all Damages arising out of or resulting from a misrepresentation or breach of warranty of MEI, Sub or the Company contained in this Agreement or in any exhibit or schedule hereto, (ii) any and all Damages arising out of or resulting from any breach of any covenant or obligation of MEI or Sub contained in this Agreement, whether requiring performance before or after the Closing Date, (iii) any and all Damages arising out of or resulting from any breach of any covenant or obligation of the Company contained in this Agreement requiring performance before the Closing Date, and (iv) any and all Damages arising out of or resulting from the matter described on Schedule 2.13(c). Notwithstanding any provision to the contrary contained herein, MEI and Sub agree that neither MEI nor Sub will make any claim for indemnification or contribution against the Company and MEI and Sub will cause their Continuing Affiliates and each of their respective directors, officers and employees not to make any claim for indemnification or contribution against the Company, by reason of the fact that MEI, Sub or any such Affiliate, director, officer or employee was a stockholder, director, officer, employee, or agent of the Company, with respect to or in connection with (a) any action, suit, proceeding, complaint, claim, or demand brought by the Company or the Investor against MEI, Sub or such Affiliate, director, officer or employee (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable law, or otherwise) or (b) any action, suit, proceeding, complaint, claim or demand arising out of or in connection with the Stock Redemption, the Recapitalization or the other transactions contemplated by this Agreement.
General Indemnification Obligations. (a) Seller shall indemnify Buyer and its directors, officers and other Affiliates (including Parent) and hold Buyer and such other parties harmless from and against any and all Damages arising out of or resulting from (A) any breach of any representation, warranty, covenant or agreement made by the Seller Parties in this Agreement or in any document or certificate required to be furnished to Buyer by any of the Seller Parties pursuant to this Agreement (including the Transaction Documents); (B) subject to Section 7.3.2, any Excluded Assets or Retained Liabilities; and (C) subject to Section 7.3.2, the ownership, operation or use of any of the businesses or assets of the Seller Parties or their Affiliates (other than the Business and the Acquired Assets) whether before, on or after the Closing Date.
General Indemnification Obligations. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY BUT SUBJECT TO SECTION 19(d) (LIMITATION OF LIABILITY) INCLUDING THE EXCEPTIONS THERETO, EACH PARTY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER PARTY, THE OTHER PARTY’S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, CONSULTANTS, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY ACT OR OMISSION IN THE PERFORMANCE OF ANY AND ALL OBLIGATIONS HEREUNDER. SUBJECT TO SECTION 19(d) (LIMITATION OF LIABILITY), SUCH INDEMNIFICATION OBLIGATION SHALL INCLUDE BUT NOT BE LIMITED TO THE PAYMENT OF ALL REASONABLE ATTORNEYS’ FEES, COSTS AND EXPENSES OF CONSULTANTS AND EXPERT WITNESSES, COSTS OF APPEAL, AND OTHER COSTS INCURRED IN DEFENDING ANY SUCH CLAIMS.
General Indemnification Obligations. (a) Subject to the terms, conditions and limitations set forth in this ARTICLE VII , from and after the Closing, the Skyline Members shall, severally and not jointly, indemnify and hold harmless CHC, the Surviving Company and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, Affiliates, partners and stockholders of CHC (collectively, the “CHC Indemnitees”) from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees (including reasonable investigation fees), expenses (including reasonable attorneys’ fees) and disbursements (collectively, “Losses”) actually incurred by any of the CHC Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of Skyline contained in ARTICLE II of this Agreement or in a certificate delivered by or on behalf of Skyline pursuant to this Agreement, (ii) any breach of the covenants or agreements of Skyline or the Skyline Members or any of their Affiliates contained in this Agreement, (iii) any amount that is not forgiven under the PPP Loan, provided that CHC has complied in all material respects with Section 8.4, (iv) the net amount of any accounts receivable that are not collected by CHC and the Surviving Company prior to the date that is 180 days following the Closing Date which accounts receivable were borrowed against in an amount which is outstanding as of the Closing Date under the ABF Loan and (v) any Retained Tax Liabilities.
General Indemnification Obligations. (a) Subject to the terms and conditions set forth in this Article 5, Seller shall indemnify and defend Purchaser and hold Purchaser harmless from the following and against any and all Adverse Consequences arising out of, resulting from, relating to, in the nature of or caused by:
General Indemnification Obligations. Up to the DLC Nuclear Closing Date, the indemnification provisions of the CAPCO Agreements shall be applicable.
General Indemnification Obligations. (a) Subject to the terms and conditions set forth in this Agreement, Seller shall indemnify and defend Purchaser and its employees, officers, directors, shareholders, agents, representatives and Affiliates (individually a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) and hold Purchaser Indemnified Parties harmless from and against any and all Adverse Consequences arising out of, resulting from, relating to, in the nature of or caused by:
