Indemnification by HPIP Clause Samples

Indemnification by HPIP. Subject to the terms of this Article VI, HPIP shall indemnify and hold harmless AMID and its partners, members, managers, directors, officers, employees, consultants and permitted assigns (collectively, the “AMID Indemnitees”), to the fullest extent permitted by Law, from and against any losses, claims, damages, liabilities and costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred, arising out of or relating to: (a) any breach of any of the representations or warranties (in each case, when made) of HPIP contained in Article III; (b) any breach of any of the covenants or agreements of HPIP contained in this Agreement; and (c) any Taxes of a High Point Entity attributable to any Pre-Closing Tax Period.