Common use of Indemnification as to Four County Landfill Clause in Contracts

Indemnification as to Four County Landfill. The Sullivans and the Xxxxxxxx Trusts shall, jointly and severally, defend, indemnify and hold harmless each of Perma-Fix, Chem-Met and each of their officers, directors, employees, agents, representatives and Affiliates from and against any and all claims, demands, damages, liabilities, obligations, costs, and expenses which any of Perma-Fix, Chem-Met and/or each of their officers, directors, employees, agents, representatives and Affiliates incurs and suffers, or may incur or suffer, at any time as a result of or in connection with the Four County Landfill; provided however, that the Sullivans and the Xxxxxxxx Trusts (i) shall not have any liability under this Section 11.2 if there are no claims or demands, or a series of claims or demands, against Perma-Fix or Chem-Met and/or any of their officers, directors, employees, agents, representatives or Affiliates that exceed, in the aggregate, $900,000 relating to or in connection with the Four County Landfill, and (ii) the Sullivans and the Xxxxxxxx Trusts liability under this Section 11.2 shall be further limited to one-half of the amount of the total of any and all claims, demands, damages, liabilities or obligations of or against Perma-Fix or Chem-Met or any of their officers, directors, employees, agents, representatives or Affiliates in excess of $900,000.00 relating to or in connection with, or arising out of the Four County Landfill, and any withdrawal by the Indiana Department of Environmental Management ("IDEM") of IDEM's approval of the Agreed Order (as defined below) between Chem-Met, IDEM, Office of the Indiana Attorney General, Four County Landfill Group and their respective members and the Four County Xxxxxxxx Xxxxxxxx Xxxx #0 XX/XX Group and their respective members, executed by the parties to the Agreed Order during February 1999, relating to Chem-Met's settlement of any and all claims, liabilities or obligations of Chem-Met relating to or in connection with the Four County Landfill (the "Agreed Order") as a result of timely comments and objections filed during the notice and thirty (30) day comment period contemplated by the Agreed Order. The Sullivans, the Xxxxxxxx Trusts, Perma-Fix and Chem-Met further agree that if the prior approval by IDEM of the Agreed Order is not withdrawn within a reasonable period following the expiration of the notice and thirty (30) day comment period contemplated by the Agreed Order and the final resolution of any timely comments or objections submitted or asserted with respect thereto, the obligation of the Sullivans and the Xxxxxxxx Trusts under this Section 11.2 shall terminate.