Indemnification and Third Party Claims. (a) Each of the Company and the Subscriber (an “Indemnifying Party”) shall indemnify and hold each other and their respective directors, officers, employees, advisors, and agents (collectively, the “Indemnified Party”) harmless from and against any losses, claims, damages, fines, expenses and liabilities of any kind or nature whatsoever, including any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any claim (collectively, “Losses”) resulting from or arising out of: (i) the breach of any representation or warranty of such Indemnifying Party contained in this Subscription Agreement or any schedule or exhibit hereto; or (ii) the violation or nonperformance, partial or total, of any covenant or agreement of such Indemnifying Party. In calculating the amount of any Losses of an Indemnified Party hereunder, there shall be subtracted the amount of any insurance proceeds and third-party payments received by the Indemnified Party with respect to such Losses, if any. \\XX - 000000/000000 - 00000000 x00
(x) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third-Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Section 11, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third-Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Subscription Agreement. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Party under this Section 11, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.
(c) Upon receipt of a Claim Notice with respect to a Third-Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party by notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third-Party Claim, and upon delivery of such noti...
Indemnification and Third Party Claims. The City and County shall indemnify, defend, and hold each other harmless against any and all liability, losses, costs, damages, expenses, claims, or action, including attorney’s fees, which the indemnified party, its officials, agents, or employees may hereafter sustain, incur, or be required to pay, arising out of or by reason of any act or omission of the indemnifying party, its officials, agents or employees, in the execution, performance, or failure to adequately perform the indemnifying party’s obligation pursuant to the Agreement. Any and all claims made by any third party as a consequence of any negligent act or omission on the part of an employee or contractor of a party as they are engaged on any of the work contemplated herein, shall be the obligation and responsibility of the party employing or retaining the worker, unless another agreement allocates responsibility differently. Nothing in this Agreement shall constitute a waiver by the County or the City of any statutory or common immunities, limits, or exceptions on liability.
Indemnification and Third Party Claims. While neither Donnelley nor ITN insures or guarantees that there will be no errors, failures or omissions in the production or transmission of Audiotext Information of the System, the Parties acknowledge that suits may be instituted or claims filed against either of the Parties with respect to the production or transmission of the Audiotext Information or operation of the System and/or Network. In such event, ITN and Donnelley agree that the Party primarily responsible, as mutually agreed upon by the Parties, for the error will indemnify, defend and hold harmless the other Party from any liability to any third Party resulting to such Party. ITN and Donnelley shall fully cooperate in the defense of third-party claims and lawsuits. In the event that responsibility for the third-party claims and lawsuits cannot be allocated primarily to one Party, ITN and Donnelley each shall bear their own costs, including attorney's fees, of defending such claims or lawsuits and shall negotiate in good faith a reasonable allocation of said responsibility for third-party liability. Nothing in the foregoing shall be deemed or interpreted as limiting the rights of either Party to seek such legal or equitable relief as it determines to be appropriate from the other Party.
Indemnification and Third Party Claims. 25 9.01. Indemnification..................................................25 9.02. Third Party Claims Procedures....................................26
Indemnification and Third Party Claims. 10.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. The representations, warranties, covenants and obligations of Seller, Williams Guarantor and Buyer contained in this Agreement shall survixx xxx Xlosing as set forth in this Article X. Covenants and obligations shall survive until fully performed. The representations and warranties of Seller, Williams Guarantor and Buyer shall survive for a period of three (3) xxxxx xfter the Effective Time; except that:
(a) the representations and warranties of (i) Seller contained in Sections 4.1 (Organization; Authority), 4.2 (Validity and Binding Effect), 4.5(a) (Title to Assets), (ii) Williams Guarantor contained in Sections 4.21(a) (Organization and Sxxxxxxx) and 4.21(b) (Authority and Binding Obligation), and (iii) Buyer contained in Sections 5.1 (Organization), 5.2 (Authority) and 5.3 (Validity and Binding Effect) shall survive for the statute of limitations applicable to breach of written contracts;
(b) the representations and warranties of Seller contained in Section 4.11 (Environmental Matters) shall survive for a period of ten (10) years after the Effective Time; and
(c) the representations and warranties of Seller contained in Section 4.15 (Taxes) shall survive until ninety (90) days following the expiration of the applicable statute or similar period of limitations (after giving effect to any extensions or waivers); it being understood that in the event notice of any Claim for indemnification under Section 10.2 (a)(i) or Section 10.2(b)(i) shall have been given within the applicable survival period, the representations and warranties that are the subject of such indemnification Claim shall survive with respect to such Claim until such time as such Claim is finally resolved.
Indemnification and Third Party Claims. 47 9.1 Indemnification..............................................................................47 9.2
Indemnification and Third Party Claims
