INDEMNIFICATION 6. Section 5.01
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.
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 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.
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. Contractor/Vendor Indemnification (Not Public Agency) The parties to this contract agree that the State of Arizona, its departments, agencies, boards and commissions shall be indemnified and held harmless by the contractor for the vicarious liability of the State as a result of entering into this contract. However, the parties further agree that the State of Arizona, its departments, agencies, boards and commissions shall be responsible for its own negligence. Each party to this contract is responsible for its own negligence.
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.
INDEMNIFICATION 6. 1 Each Party (the “Sub” as applicable) shall indemnify, defend, and hold harmless the other Party (the “Prime” as applicable) and its officers and directors, employees, agents, and representatives from and against any third party claims for: damages, costs, attorneys’ fees, penalties, fines, liabilities, or expenses that arise from third Party actions or claims against the Prime (collectively, “Claims”), to the extent the Sub has caused: (a)death or personal/physical injury to persons; (b)any allegation that the Services provided by Sub infringe a valid patent claim or violate any copyright. Notwithstanding the foregoing, the Sub shall not have any liability to Prime under this Section to the extent that any infringement or claim thereof is attributable to: (1) the combination, operation or use of a Deliverable with equipment or software supplied by Sub where the Deliverable would not itself be infringing; (2) compliance with designs, specifications, materials, inputs, or instructions provided by Prime; (3) use of a Deliverable provided by the Sub in an application or environment for which it was not designed or contemplated under this Addendum; or (4) modifications of a Deliverable provided by the Sub by anyone other than Sub where the unmodified version of the Deliverable would not have been infringing. Sub will completely satisfy its obligations hereunder if, after receiving notice of a Claim, Sub obtains for Prime the right to continue using such infringing Deliverables as provided without infringement, or replace or modify such Deliverables so that they become non-infringing. Without limiting the foregoing, Sub shall have no obligation to indemnify Prime under this clause (b) above with respect to any claim alleging that the Sub’s or its Customer's actions or use of the Services or Deliverables in whole or in part, and whether directly, indirectly, or on or in combination with systems, software or applications not supplied by Sub infringes or induces the infringement of a patent claim or copyright if such Claim would have been avoided if not for such actions or use of the Services or Deliverables by Prime and/or its Customer.
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.