Indemnification by BGPII Clause Samples

Indemnification by BGPII. BGPII shall indemnify and hold -------------------------- harmless Colorado Greenhouse and its affiliates, managers, members, employees and agents, from any loss, liability or damage incurred or suffered by any such person by reason of BGPII's failure to perform its obligations hereunder or its negligence or willful misconduct, including, without limitation, any judgment, award or settlement, other costs and expenses, and reasonable attorneys' fees incurred in connection with the defense of any actual or threatened claim or action based on any such act or omission, unless such loss, liability or damage results from such indemnified person's fraud, negligence or willful misconduct. Such attorneys' fees shall be paid as incurred. Any such indemnification shall be paid only from the assets of BGPII and neither Colorado Greenhouse nor any third party shall have recourse against the personal assets of any member of BGPII or their respective affiliates for such indemnification. Any indemnification required herein to be made by BGPII or Colorado Greenhouse shall be made promptly following the determination of the loss, liability or damage incurred or suffered by final judgment of any court, settlement, contract or otherwise.