Common use of Indemnification Based on Agreement Clause in Contracts

Indemnification Based on Agreement. Subject to the limitations contained in SECTION 11.2 hereof, Coblx xxxll indemnify and hold harmless OSI, Outback and COBLX, XXC., and OSI, Outback and COBLX, XXC., jointly and severally, shall indemnify and hold harmless Coblx, xxainst any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Coblx xxxll indemnify OSI, Outback and COBLX, XXC., as provided in the first paragraph of this SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of COBLX, XXC. for any period prior to and including the Effective Date and (ii) any debt of COBLX, XXC. (other than the debts specified in Item 6.2 of the Disclosure Schedule to the extent assumed by Outback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of COBLX, XXC. which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in SECTION 11.2 hereof, Coblx xxxll COFIELD shall indemnify and hold harmless OSI, Outback and COBLXEMPIRE ASSXXXXXXX, XXCINC., and OSI, Outback and COBLXEMPIRE ASSOCIATES, XXCINC., jointly and severally, shall indemnify and hold harmless CoblxCOFIELD, xxainst against any losses, claims, damages or liabilities to which such indemnified xxxx xxdemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Coblx xxxll COFIELD shall indemnify OSI, Outback and COBLXEMPIRE ASSOCIATES, XXCINC., as provided xxxxxxxd in the first paragraph of this SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of COBLXEMPIRE ASSOCIATES, XXCINC. for any period prior to and including the Effective Date and (ii) any debt of COBLXEMPIRE ASSOCIATES, XXCINC. (other than the debts specified in Item 6.2 of the Disclosure Schedule to the extent assumed by Outback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of COBLXEMPIRE ASSOCIATES, XXCINC. which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in SECTION 11.2 hereof, Coblx ROWEXX xxxll indemnify and hold harmless OSI, Outback and COBLXROWEXX, XXC., and OSI, Outback and COBLXROWEXX, XXC., jointly and severally, shall indemnify and hold harmless CoblxROWEXX, xxainst any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Coblx ROWEXX xxxll indemnify OSI, Outback and COBLXROWEXX, XXC., as provided in the first paragraph of this SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of COBLXROWEXX, XXC. for any period prior to and including the Effective Date and (ii) any debt of COBLXROWEXX, XXC. (other than the debts specified in Item 6.2 of the Disclosure Schedule to the extent assumed by Outback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of COBLXROWEXX, XXC. which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in SECTION 11.2 hereof, Coblx HADLXX xxxll indemnify and hold harmless OSI, Outback and COBLXHADLXX, XXC., and OSI, Outback and COBLXHADLXX, XXC., jointly and severally, shall indemnify and hold harmless CoblxHADLXX, xxainst any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Coblx HADLXX xxxll indemnify OSI, Outback and COBLXHADLXX, XXC., as provided in the first paragraph of this SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of COBLXHADLXX, XXC. for any period prior to and including the Effective Date and (ii) any debt of COBLXHADLXX, XXC. (other than the debts specified in Item 6.2 of the Disclosure Schedule to the extent assumed by Outback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of COBLXHADLXX, XXC. which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 6.2 of the Disclosure Schedule.