Indemnification by OPC Clause Samples
Indemnification by OPC. OPC shall REGARDLESS OF FAULT indemnify, defend and hold harmless the CRC Indemnitees for any Losses incurred by them in connection with or arising out of: (a) OPC’s, its Subsidiaries’, employees’, suppliers’ or contractors’ gross negligence or willful misconduct in the provision of the OPC Services by OPC, its Subsidiaries, employees, suppliers or contractors pursuant to this Agreement; (b) any Action that determines that the provision by OPC or its Subsidiaries and/or the receipt by any of the CRC Indemnitees of any OPC Services infringes upon or misappropriates the Intellectual Property of any Third Party, to the extent that any such Losses are determined to have resulted from OPC’s, its Subsidiaries’, employees’, suppliers’ or contractors’ gross negligence or willful misconduct; and (c) Third-Party claims arising out of the provision of the CRC Services, except to the extent that such Losses are finally determined by a final non-appealable decision of a court having jurisdiction over OPC and CRC or pursuant to Article IV of the Separation Agreement to have arisen out of the gross negligence or willful misconduct of CRC or its Subsidiaries or their respective employees, suppliers or contractors in providing the CRC Services.
Indemnification by OPC. Subject to Section 5.4, OPC shall indemnify, defend and hold harmless CRC, each member of the CRC Group and each of their respective past, present and future directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “CRC Indemnitees”), from and against any and all Liabilities of the CRC Indemnitees arising out of or resulting from (without duplication):
(a) any CRC Third Party Claim to the extent arising out of or resulting from any of the following items (without duplication):
(i) the failure of OPC or any other member of the OPC Group or any other Person to pay, perform or otherwise promptly discharge any OPC Liabilities, whether prior to or after the Distribution Date;
(ii) the OPC Business, any OPC Liabilities or any OPC Contracts;
(iii) any representation or other warranty (including any warranty of title) from or made by the CRC Group contained in any deed, agreement or other document constituting or relating to the OPC Assets or the OPC Business, including any conveyancing instrument whereby any of the OPC assets were conveyed, assigned or transferred to a member of the OPC Group (whether in connection with the Separation or a transaction not related to the Separation);
(iv) the Actions listed on Schedule 5.3(a)(iv);
(v) any Corporate Action or Action relating to the OPC Business from which OPC is unable to cause a CRC Group party to be removed pursuant to Section 5.6(d) (but only to the extent relating to the OPC Business); and
(vi) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in any of the Form 10 (including in any amendments or supplements thereto), the Information Statement (as amended or supplemented if CRC will have furnished any amendments or supplements thereto) or any offering memorandum or other marketing materials prepared in connection with the CRC Financing Arrangements or otherwise, only to the extent based on information furnished by OPC solely in respect of the OPC Group (it being understood that, with respect to the Form 10 and the Information Statement, the only such information furnished by OPC is the information set forth in the section of the Form 10 titled “The Spin-Off—Reasons for the Spin-Off”); and
(b) any breach by OPC or any member of the ...
Indemnification by OPC. Subject to Section 5.6, OPC shall REGARDLESS OF FAULT indemnify, defend and hold harmless CRC, each member of the CRC Group and each of their respective past, present and future directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “CRC Indemnitees”), from and against any and all Liabilities of the CRC Indemnitees arising out of or resulting from: