Indemnification by Existing Operator Sample Clauses

Indemnification by Existing Operator. Subject to the limitations set forth in this Article IX, Existing Operator shall indemnify, exculpate and hold New Operator and their respective members, partners, directors, officers, employees, agents, successors and assigns (the “New Operator Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, costs and expenses (including reasonable fees and expenses of attorneys) (collectively, “Losses”) that may be suffered or incurred by or asserted or awarded against New Operator or any New Operator Indemnified Party, in each case arising out of, or in connection with, or by reason of: (i) any material inaccuracy, breach or default by Existing Operator in any representations and warranties of Existing Operator hereunder; (ii) any failure by Existing Operator to perform any covenant, agreement or undertaking hereunder in any material respect; and (iii) any Extended Indemnification Categories. In no event shall “Losses” include punitive, consequential, special or indirect damages, loss of revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (“Special Damages”), unless such Special Damages are required to be paid by New Operator in connection with a Third Party Claim, in which event the Existing Operator shall be required to indemnify the New Operator for any such Losses.