Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party in respect of any and all costs, claims, losses, damages and expenses which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating:
(1) any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee, independent contractor or stockholder in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees);
(2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or
(3) any expense, interest, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings).
(ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy.
(iii) In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in:
(1) Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or
(2) Any action or proceeding brought by the...
Grant of Indemnity. The Corporation shall indemnify and hold harmless the Indemnitee in respect of:
1. any and all Liabilities that may be incurred or suffered by the Indemnitee as a result of or arising out of or in connection with prosecuting, defending, settling or investigating any Proceeding in which the Indemnitee may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnitee is or was an Associate of the Corporation or any of its Affiliates, or served as an Associate in or for any Person at the request of the Corporation (including without limitation service as a trustee or in any fiduciary or similar capacity for or in connection with any employee benefit plan maintained by the Corporation or for the benefit of any of the employees of the Corporation or any of its Affiliates, or service on any trade association, civic, religious, educational or charitable boards or committees);
2. any and all Liabilities that may be incurred or suffered by the Indemnitee as a result of or arising out of or in connection with any attempt (regardless of its success) by any Person to charge or cause the Indemnitee to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; and 1.
3. any and all Expenses that may be incurred or suffered by the Indemnitee as a result of or arising out of or in connection with any matter referred to in the preceding two paragraphs.
Grant of Indemnity. (a) Sellers hereby indemnify and agree to hold Buyers harmless from, against and in respect of (and shall on demand reimburse Buyers for):
(i) any and all loss, liability or damage suffered or incurred by Buyers by reason of any untrue representation, breach of warranty or nonfulfillment of any covenant by Sellers contained herein or in any certificate, document or instrument delivered to Buyers pursuant hereto or in connection herewith; and
(ii) any and all loss, liability or damage suffered or incurred by Buyers in respect of or in connection with any liabilities of GCM not specifically assumed by Buyers pursuant to the terms of this Agreement.
(b) Buyers hereby agree to indemnify and hold Sellers harmless from, against and in respect of (and shall on demand reimburse them for):
(i) any and all loss, liability or damage resulting from any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Buyers contained herein or in any certificate, document or instrument delivered to Sellers hereunder;
(ii) any and all liabilities or obligations of Sellers specifically assumed by Buyers pursuant to this Agreement;
(iii) any and all liabilities or obligations of GCM, direct or indirect, fixed, contingent or otherwise, which exist at or as of the date of the Closing hereunder or which arise after the Closing but which are based upon or arise from any act, transaction, circumstance, sale of goods or services, state of facts or other condition which occurred or existed on or before the date of the Closing, whether or not then known, due or payable, related to the Acquired Assets and Assumed Liabilities; and
(iv) any loss, liability or damage arising out of and resulting from the Acquired Assets and Assumed Liabilities.
(c) Nature and Survival of Representations and Warranties. All statements, representations, warranties, indemnities, covenants and agreements made by each of the parties hereto shall survive the Closing for a term of three (3) years.
Grant of Indemnity. Assignor hereby agrees to defend, indemnify and hold harmless Assignee from and against any and all claims made by, through or under Assignor, Landlord, Administrative Agent, or others arising out of Assignor’s leasehold interest in the Lease, or growing out of or in connection with the Leased Premises, or Assignor’s interest in the SNDA, for the period that Assignor is “tenant” under the Lease up to the date that immediately precedes the Assignment Date. Defense of any such claim shall be provided by legal counsel selected by Assignor and reasonably satisfactory to Assignee at Assignor’s cost and expense. As of the Assignment Date, Assignee hereby agrees to defend, indemnify and hold harmless Assignor from any and all claims made by, through or under Assignee, Landlord, Administrative Agent, or others arising out of Assignee’s leasehold interest in the Lease, or growing out of or in connection with the Leased Premises, or Assignee’s interest in the SNDA. Defense of any such claim shall be provided by legal counsel selected by Assignee and reasonably satisfactory to Assignor at Assignee’s cost and expense.
Grant of Indemnity. 29 10.2 Representation, Cooperation and Settlement....................30 10.3
Grant of Indemnity. Subject to and upon the terms and conditions of this Agreement, the Corporation hereby agrees to indemnify the Indemnified Party in respect of any and all claims, losses, damages and expenses which may be incurred by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating:
(1) any threatened, pending, or completed action, suit or proceeding (including without limitation that certain action styled Airgas, Inc., et. al. vs. Discount Auto Parts, Inc., et. al., Civil Action File No. CV497-32, in the United States District Court for the Southern District of Georgia, Savannah Division), whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, agent or stockholder of the Corporation or any of its "affiliates" (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, stockholder, agent, employee, salesman, independent contractor, partner, franchisor or joint venturer in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation's employees).
(2) any attempt (regardless of its success) by any person to charge the Indemnified Party with, or to cause the Indemnified Party to be charged with, wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or
(3) any expense, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of counsel (before and at trial and in appellate proceedings and otherwise).
Grant of Indemnity. Each Shareholder severally, and not jointly, agrees to indemnify, defend and hold ProMedCo and ProMedCo-Sarasota and their Affiliates, and subsidiaries, and its and their respective employees, representatives, officers and agents, harmless from and against any claims, losses, settlement payments, liability, obligations, lawsuits, deficiencies, encumbrances, damages or expense of whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including (without limitation) interest, penalties, attorneys' fees, costs of investigation and all amounts paid in defense or settlement of the foregoing, suffered or incurred by ProMedCo or ProMedCo-Sarasota as a result of the occurrence of any of the following:(i) a breach of any obligation, representation, warranty, covenant or agreement made by such Shareholder in this Agreement or any agreement referred to herein or because any representation or warranty by such Shareholder contained herein, in any document furnished or required to be furnished pursuant to this Agreement by such Shareholder to ProMedCo or ProMedCo-Sarasota or any of their representatives shall be false when made or given; and (ii) costs and expenses (including reasonable attorneys' fees) incurred by ProMedCo and ProMedCo-Sarasota in connection with any demand, action, suit, proceeding, assessment or judgment incident to any of the foregoing. The liability of any Shareholder under this ss. 11.1 shall be limited to the amount of Consideration paid or payable to such Shareholder hereunder.
Grant of Indemnity. After the Closing, the indemnification rights provided in this Article 7 shall be the exclusive remedy of Buyer, Seller and the Buyer Affiliates and Seller Affiliates (as defined below) with respect to the matters contemplated by this Agreement, other than non-monetary remedies sought with respect to the breach of any agreement or covenant contained herein.
Grant of Indemnity. Subject to and upon the terms and conditions of this Agreement, the Corporation hereby agrees to indemnify the Indemnified Party in respect of any and all claims, losses, damages and expenses which may be incurred by the Indemnified Party as a result of or arising out of:
(1) any threatened, pending, or completed action, suit or proceeding, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, agent or stockholder of the Corporation or any of its "Affiliates" (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, stockholder, agent, employee, salesman, independent contractor, partner, franchisor or joint venturer in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation's employees).
(2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or
(3) any expense, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of counsel (before and at trial and in appellate proceedings).
Grant of Indemnity. Subject to the limitations set forth in this Section 2.1, Stockholder agrees, on a several basis, and not jointly and severally, with all other Stockholders, to indemnify, defend and hold ProMedCo and MergerSub and their Affiliates and its and their respective officers and directors, harmless from and against any claims, losses, liabilities, obligations, lawsuits, deficiencies, damages or expenses of whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise (including (without limitation) interest, penalties, reasonable attorneys' fees, reasonable costs of investigation incurred by ProMedCo and MergerSub in connection with any demand, action, suit, proceeding, assessment or judgment incident to any of the foregoing) and all amounts paid in defense or settlement of the foregoing, suffered or incurred by ProMedCo or MergerSub (singularly, a "ProMedCo Loss"; collectively, "ProMedCo Losses") as a result of the occurrence of any of the following: (i) a breach of any obligation, representation, warranty, covenant or agreement made by HP in the Merger Agreement or any agreement furnished or required to be furnished pursuant to the Merger Agreement or because any representation or warranty by HP contained in the Merger Agreement, in any document furnished or required to be furnished pursuant to this Agreement by HP to ProMedCo or MergerSub or any of their representatives, or any documents furnished to ProMedCo and MergerSub in connection with the Closing hereunder, shall be false.
