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.
3.1.2. The Buyer and the Parent shall indemnify and defend the Seller and hold the Seller harmless from and against any and all 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 Buyer or the Parent in this Agreement or in any statement, certificate, instrument or other document or item furnished or delivered or to be furnished or delivered by Buyer to the Seller pursuant to this Agreement or in connection with the transactions contemplated by this Agreement.
3.1.3. A party seeking indemnification pursuant to this Section (an “Indemnified Party”) shall give notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought pursuant to this Section (a “Claim”) as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to damages for which indemnification may be sought under this Section (but in any event on or prior to the applicable expiration date described below in Section 10) which contains (i) a description and the amount of any damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Section and a reasonable explanation of the basis therefor, and...
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.
(b) Subject to the limitations set forth in this ARTICLE VII, from and after the Closing, each of CHC and the Surviving Company, jointly and severally, shall indemnify and hold harmless the Members’ Representative, the Skyline Members, and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders of the Skyline Members and their heirs and personal representatives (the “Skyline Indemnitees”) from and against any and all Losses actually incurred by any of Skyline Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of CHC or Merger Sub contained in ARTICLE III or in a certificate delivered pursuant to this Agreement, and (ii) any breach of the covenants or agreements of CHC, the Surviving Company or Merger Sub contained in this Agreemen...
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
General Indemnification Obligations. Up to the DLC Nuclear Closing Date, the indemnification provisions of the CAPCO Agreements shall be applicable.
General Indemnification Obligations. (a) Contractor shall defend, indemnify and hold harmless Company, ML&P, their respective Affiliates, owners, employees, permitted assignees, and agents (collectively, the “Company Indemnified Parties”) from and against all Claims and Liabilities for bodily injury, including death, and damage to or loss of any property (including third party property), real or personal (other than the Work), including any Release, caused by, arising out of, or in connection with the Work, the performance by any Project Party of the Project Documents, or the performance by any Person of any other contract connected with the performance of the Work to which Contractor or any of its Subcontractors is a party, to the extent any of such Claims or Liabilities were caused by the negligence, gross negligence or willful misconduct of Contractor or any Subcontractor, any of their respective Affiliates and their respective employees or agents.
(b) Company shall defend, indemnify and hold harmless Contractor, its Affiliates, employees and agents from and against all third party Claims and Liabilities for injury, including death, and property damage caused by, arising out of, or in connection with the performance of the Project Documents to the extent any of such Claims or Liabilities were caused by the negligence, gross negligence or willful misconduct of Company, its Affiliates or their employees or agents.
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. Each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of any and all Claims associated with or in any way relating to Environmental Liabilities, including, but not limited to, obligations, responsibilities, response, remedial and removal costs, investigation and feasibility study costs, property damages, natural resource damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts and consultants), fines, penalties, sanctions and interest incurred as a result of or related to any claim, suit, action, investigation, proceeding or demand by any person (including third party claims) or Government Authority, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, provided they arise under or are related to any federal, state or local Environmental Laws, regulations or permits, or are connected with any release or presence of Hazardous Materials affecting the Indemnitee’s Property, which are a result of or are caused by the Indemnitor’s actions or business operations. All costs and expenses incurred by the Indemnitee and arising from Claims associated with the environmental liabilities identified above shall be paid by the Indemnitor within thirty (30) days following receipt of a legitimate demand therefor from the Indemnitee. In the event that indemnification is provided for under any other Section of this Agreement or any other agreements between Refinery Company or any of its affiliates and Fertilizer Company or any of its affiliates, and such indemnification is for any particular Losses, then such indemnification (and any limitations thereon) as provided in such Section or other agreement shall apply as to such particular Losses and shall supersede and be in lieu of any indemnification that would otherwise apply to such particular Losses under this Section 2.1.
General Indemnification Obligations. (a) Subject to the limitations of liability in respect of the Warranties set forth in Part B of Annex K, ABB Ltd shall indemnify and hold harmless the ALSTOM Indemnified Parties and the JC Indemnified Parties from and against any Liabilities, to the extent arising out of, resulting from, based upon or in connection with (i) any breach or inaccuracy of the representations or warranties of ABB Ltd, or of any of ABB Ltd's Affiliates as of the date hereof or as of the Settlement Closing Date, set forth in this Agreement (including without limitation in Annex K hereto) or in any Settlement Document (as if such representations and warranties were made and given, exactly as written in this Agreement (including without limitation Annex K hereto) or such other Settlement Document as the case may be, on the date hereof, on the Settlement Closing Date and (in the case of the representations and warranties set forth in Annex K hereto and solely with respect to the specific ABB Ltd Post-Settlement Closing Transferred Asset then the subject of a transfer) as of immediately prior to each transfer of an ABB Ltd Post-Closing Transferred Asset pursuant to this Agreement) (any of the foregoing, an "ABB Ltd Warranties Breach"), (ii) any breach, by ABB Ltd, or by any of ABB Ltd's Affiliates as of the date hereof or as of the Settlement Closing Date, of any of the covenants made by ABB Ltd or any such Affiliate in this Agreement (including, without limitation, Article 12.1 of this Agreement in respect of ABB Ltd Post-Settlement Closing Transferred Assets) or any other Settlement Document or (iii) any act or omission of any member of the ABB Ltd Group on or after January 1, 1999 which, if Article 8.1(a) of this Agreement had then been in effect, would have violated said Article 8.1(a).
(b) Subject to the limitations of liability in respect of the Warranties set forth in Part B of Annex K, ALSTOM shall indemnify and hold harmless the ABB Ltd Indemnified Parties from and against any Liabilities to the extent arising out of, resulting from, based upon or in connection with (i) any breach or inaccuracy of the representations or warranties of ALSTOM, or of any of ALSTOM's Affiliates as of the date hereof or as of the Settlement Closing Date, set forth in this Agreement or in any Settlement Document (as if such representations and warranties were made and given, exactly as written in this Agreement, or such other Settlement Document as the case may be, on the date hereof and on the Se...
General Indemnification Obligations. MEI hereby agrees to 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 -45- 52
