INDEMNIFICATION 6. Section 5.01
INDEMNIFICATION 6. 1 Indemnification by Spinco (a) Spinco shall indemnify, defend and hold harmless each AT Co. Indemnitee (as defined in the Distribution Agreement), against and in respect of any and all Indemnifiable Losses incurred or suffered by any AT Co. Indemnitee that result from, relate to or arise out of any default by Spinco in the performance of its obligations under this Agreement or any third party claim against any AT Co. Indemnitee based upon the negligence, gross negligence or willful misconduct of any of the Spinco Indemnitees that arise out of or result from any default by Spinco in the performance of its obligations under this Agreement, except to the extent that any such Indemnifiable Losses arise out of or result from the negligence, gross negligence or willful misconduct of any AT Co. Indemnitee. (b) In the case of Indemnifiable Losses incurred by AT Co. Indemnitees that arise out of or result from any default by Spinco in the performance of its obligations under this Agreement based upon the negligence of any of the Spinco Indemnitees, indemnification shall be limited to actual damages which in no event shall exceed the total amount of compensation payable to Spinco hereunder. For the avoidance of doubt, in the case of Indemnifiable Losses
INDEMNIFICATION 6. 1 ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all liability, damage, expense, claims, or judgments, including reasonable attorneys' fees, resulting from fiscal loss or damages resulting from Intellectual Property infringement issues wherein ASSIGNEE is named as a defendant from third party law suits arising out of the development, commercialization, use and exploitation of the HCPV Solar Generator technology. 6.2 The PARTIES shall mutually hold each harmless against any losses, claims, damages, fines, expenses or liabilities, joint or several, including amounts paid in settlement to which either PARTY may become subject, insofar as such losses, claims, damages, fines, expenses, or liabilities (or actions in respect thereof) arise out of, or are based upon any act or failure to act by either PARTY and, directly or indirectly, relate to the services of either PARTY or its director, officer, employee, agent or consultant or of any other corporation, partnership, joint venture, trust or other enterprise which, as the representative of either PARTY, served as such, serves or will serve at the request of either PARTY. 6.3 The indemnification provided by this ASSIGNMENT shall cover any indemnified party who is or was a party or is threatened to be made a party to any threatened, pending or contemplated action or investigation, including to the extent permitted by applicable law an action by or in the right of Indemnified Party, either PARTY or any of its subsidiaries, (the "Companies"), and shall apply to the extent permitted by applicable law despite any judgment, order, settlement, conviction or plea of nolo contendere or its equivalent and despite any adjudication of liability, negligence, misconduct or unlawful conduct, if the Indemnified Party acted in good faith with respect to the PARTIES and in a manner which the Indemnified Party reasonably believed to be in or not opposed to the best interest of the PARTIES. 6.4 Indemnification payments under this ASSIGNMENT shall be made by either PARTY promptly as any legal or other expenses are incurred by an Indemnified Party and, except to the extent required by applicable law, no further authorization or approval by the Board of Directors or shareholders of either PARTY or by any court shall be required for such payment. 6.5 Following receipt by any Indemnified Party of notice of the commencement of any legal action, the Indemnified Party will notify the other PARTY of the comm...
INDEMNIFICATION 6. 1 Indemnification by Seller 1. Subject to the terms and conditions of this Article VI, from and after the Closing, Seller 1 shall defend, indemnify and hold harmless Buyer, 41
INDEMNIFICATION 6. 1 The Seller shall indemnify EN for and hold EN harmless against any and all liabilities, damages and expenses, of whichever nature, which arise for EN on account of the following matters: * the lack of a valid and effective Permit for the premises and operations at the Rontgenweg-site in Delft (environmental permit application is pending) in as far as EN is not obliged to pay these expenses under the Rontgenweg Tenancy and Services Agreement, and; * the soil and soil water contamination in as far as existing at the Completion Date at the Rontgenweg-site in Delft and the Brunssum Real Estate;
INDEMNIFICATION 6. Section 5.01 General Indemnification. 6 Section 5.02 Procedures for Indemnification. 7 Section 5.03 Payment. 7 Section 5.04 Effect of Knowledge on Indemnification. 7
INDEMNIFICATION 6. 01 The Bank shall not be responsible for, and the Fund shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:
INDEMNIFICATION 6. 1 Each of Katy and Hamilton, jointly and xxxxxxxly, agrees to indemnify the Buyer and each of the Buyer's affiliates (including after the Closing, WSCL), and their respective officers, directors, employees, agents and representatives (collectively, the "Indemnified Persons"; and each an "Indemnified Person"), against, and agrees to hold each of them harmless from, any and all Losses incurred or suffered by them relating to or arising out of, or in connection with, any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Katy or Hamilton in this Agrxxxxxx xr any agreement, document or other writing delivered at the Closing; (b) any breach of, or failure by Katy or Hamilton to perform, xxx xxxxnant or obligation of Katy or Hamilton set out in txxx Xxxxement; and/or (c) any undisclosed liabilities or obligations or WSCL. Without limiting the generality of the foregoing, Katy and Hamilton, jointly and xxxxxxlly, shall indemnify each and all of the Indemnified Persons (including WSCL) from and against any and all liability for all Taxes (as hereinafter defined) and related Losses for which WSCL or Buyer might be or become liable for any period up to and including the Closing including consummation of the transactions contemplated by this Agreement. As used herein the term "Losses" means any and all liabilities, lawsuits, costs, claims, damages, penalties and expenses, including attorney's fees, disbursements and other charges, in each case incurred by an Indemnified Person, including, without limitation, Losses incurred in making or enforcing a claim for indemnification against Katy and/or Hamilton; and the terx "Xxxxs" means income and other taxes, including, without limitation, taxes, levies and other assessments, including gross receipts, real and personal (tangible land intangible), sales, use, franchise, production, license, employment, severance and withholding taxes, together with any interest, additions or penalties with respect thereto, and any interest in respect of each such additions or penalties, which are imposed by any Governmental Authority. 6.2
INDEMNIFICATION 6. 01 The Bank shall not be responsible for, and the Fund shall on behalf of the applicable Portfolio indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) All actions of the Bank or its agent or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct. (b) The Fund's lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Fund hereunder.
INDEMNIFICATION 6. 1 Each of the Sellers jointly and severally indemnify and hold the Purchaser harmless against, and shall reimburse the Purchaser for any loss or damage, including, without limitation, attorneys' fees reasonably incurred arising out of any misrepresentation, breach or nonfulfillment of any covenant or obligation of each of the Sellers under this Agreement, or any misrepresentation in, or omission from, any certificate or other instrument furnished or to be furnished to the Purchaser pursuant to this Agreement. 6.2 The Purchaser shall indemnify and hold each of the Sellers harmless against, and shall reimburse each of the Sellers for any loss or damage, including, without limitation, attorney's fees reasonably incurred arising out of any misrepresentation, breach or nonfulfillment of any obligation of the Purchaser under this Agreement.
