Indemnification by Parties. (a) Seller shall indemnify and hold harmless Purchaser and its affiliates, officers, directors, employees, agents and other representatives (collectively, the “Purchaser Indemnified Parties”) from and against any and all loss, liability, claim, damage and expense (including reasonable costs of investigation and defense and reasonable attorneys’ fees), whether or not involving a third-party claim (but specifically excluding incidental or consequential damages) (collectively, “Damages”) arising from or in connection with:
(i) any breach of any representation or warranty made by Seller in this Agreement, the Seller’s Disclosure Schedule, or any other certificate or document delivered by Seller pursuant to this Agreement;
(ii) any breach of any representation or warranty made by Seller in this Agreement, other than any such breach that is expressly identified in a waiver executed and delivered by Purchaser;
(iii) any liability arising out of the ownership or operation of the Transferred Assets, or any service provided by Seller, prior to the Closing Date;
(iv) all debts, liabilities, and obligations of Apptix WM Bulgaria arising with respect to the operation of Apptix WM Bulgaria prior to the Closing Date;
(v) any Excluded Liabilities;
(vi) any breach by Seller of any of its covenants under this Agreement; and
(vii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement.
(b) Purchaser shall indemnify and hold harmless Seller and its affiliates, officers, directors, employees, agents and other representatives (collectively, the “Seller Indemnified Parties” and, together with the Purchaser Indemnified Parties, the “Indemnified Parties”) from and against any and all loss, liability, claim, damage and expense (including reasonable costs of investigation and defense and reasonable attorneys’ fees), whether or not involving a third-party claim (but specifically excluding incidental or consequential damages) arising from or in connection with:
(i) any breach of any representation or warranty made by Purchaser in this Agreement or any certificate or document delivered by Seller pursuant to this Agreement;
(ii) any liability arising in the Post Closing Period out of Purchaser’s ownership or operation of the Transferred Assets fo...
Indemnification by Parties. 16 15.2 Maintenance .....................................16 15.3
Indemnification by Parties. Parties further agree to pay on demand, and to indemnify and hold Escrow Agent harmless from and against, all costs, damages, judgments, attorneys fees, expenses, obligations and liabilities of any kind or nature which, in good faith, Escrow Agent may incur or sustain in connection with or arising out of the Escrow, and Escrow Agent is hereby given a lien upon all the rights, titles and interests of the Parties in the Escrow Funds, to protect Escrow Agent's rights and to indemnify and reimburse Escrow Agent under this Escrow Agreement.
Indemnification by Parties. To the fullest extent permitted by law, the PORT agrees to indemnify, defend and hold PACIFIC COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) arising in connection with performance of this AGREEMENT, which are caused in whole or in part by any action or omission, negligent or otherwise, of the PORT, its employees, agents or volunteers or the PORT's subcontractors and their employees, agents or volunteers. To the fullest extent permitted by law, PACIFIC COUNTY agrees to indemnify, defend and hold the PORT and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) arising in connection with performance of this AGREEMENT which are caused in whole or in part by any action or omission, negligent or otherwise, of PACIFIC COUNTY, its employees, agents or volunteers or PACIFIC COUNTY' s subcontractors and their employees, agents or volunteers. This indemnification obligation of one party shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the other party. This indemnification obligation of the parties shall not be limited in any way by the Washington State Industrial Insurance Action RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and the PARTIES hereby expressly waive any immunity afforded by such acts, as respects the other party only. The foregoing indemnification obligations of the PARTIES are a material inducement to join in this AGREEMENT and have been mutually negotiated by the parties.
Indemnification by Parties. Client and CultureIQ (each, in such capacity, the “Indemnifying Party”) agree to indemnify, defend, and hold harmless the other party, and its respective Affiliates, directors and employees, (each, an “Indemnified Party”), from and against any and all damage, liability, and expense, including reasonable legal fees and expenses (“Losses”), awarded or paid in settlement of any claim, demand, action or proceeding by any third party brought against such Indemnified Party (“Claim”), in each case to the extent directly and proximately arising from or by reason of any actual or alleged infringement of any Intellectual Property Rights arising out of any materials supplied to the Indemnified Party by the Indemnifying Party.
Indemnification by Parties. Each party shall indemnify the other party and hold the other party harmless from and against any and all claims, demands, liabilities, liens, costs, expenses, penalties, damages, and losses, including, without limitation, reasonable attorneys' fees and costs, suffered as a direct or indirect result of:
15.1.1 Any misrepresentation, breach of warranty, or breach of covenant made pursuant to this Agreement or in any document, certificate, or exhibit given or delivered pursuant to or in connection with this Agreement; and
15.1.2 Any and all obligations, liabilities, claims, liens, or encumbrances, whether direct, contingent, or consequential and no matter how arising or accruing, which are in any way related to or arising from any act, conduct, omission, contract, or commitment of a party (or any of its agents or employees) at any time or times before the Closing, including indemnification by Seller of Buyer, without limitation, of (i) all foreseeable and all unforeseeable consequential damages, directly or indirectly arising out of the use, generation, storage, or disposal of Hazardous Materials by Seller and (ii) the cost of any required or necessary repair, cleanup, remediation, removal, or detoxification and the preparation of any closure or other required plans, or actions, whether such action is required or necessary prior to or following transfer of title to the Property, to the full extent that such action is attributable, directly or indirectly, to the presence, use, generation, storage, release, threatened release, treatment, or disposal of Hazardous Materials by title to Buyer. The provisions of this Section shall survive the execution and delivery of this Agreement, the delivery of the Deed, and transfer of title.
Indemnification by Parties. Each Party (as such, an “Indemnifying Party”) agrees to indemnify, defend, and hold each other Parties and their respective stockholders, officers, directors, agents, successors and assigns (such indemnified persons are collectively hereinafter referred to as the “Indemnified Persons”) harmless from and against any and all loss, liability, damage, or deficiency (including interest, penalties, judgments, costs of preparation and investigation, and attorneys’ fees) (collectively “Losses”) that any of the Indemnified Persons may suffer, sustain, incur, or become subject to arising out of or due to: (i) any breach or violation of or default under any covenant, undertaking, agreement, or other obligation of such Party under this Agreement or any of the other Transaction Documents, or (ii) any breach or material inaccuracy of any representation of such Party hereunder or thereunder.
Indemnification by Parties. Each Indemnitor shall indemnify, defend and hold harmless all other Indemnitees (except to the extent the same is the obligation of another party under this Declaration) against any loss, cost, damage, liability, claims, costs and expenses, including without limitation, reasonable attorneys' fees (collectively, "Claims") arising out of or connected with any accident, occurrence, injury, loss or damage whatsoever caused to any Person or to the property of any Persons as shall occur in or on the Indemnitor's Parcel(s) during the period from the date this Declaration is Recorded to and including the termination of the term of this Declaration, as set forth in Article 11 hereof, to the extent such Claims arise from the acts or omissions of the Indemnitor, or the Indemnitor's employees, agents or contractors, unless caused in whole or in part by Indemnitee. Indemnitee shall give Indemnitor notice of any suit or proceedings entitling Indemnitee to indemnification pursuant to this Section 3.2 and this Declaration, and Indemnitor shall have the right and obligation to defend Indemnitee in said suit or proceeding with counsel reasonably satisfactory to Indemnitee. EXHIBIT P - Page - 10- TISHMAN WARNER CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth]
Indemnification by Parties. [***], each party shall indemnify the other party and hold the other party harmless from and against any and all claims, demands, liabilities, liens, costs, expenses, penalties, damages, and losses, including, without limitation, reasonable attorneys’ fees and costs, suffered as a direct or indirect result of any action or claim brought against the indemnified party by any party other than the indemnifying party or its agents or employees:
Indemnification by Parties. The Parties shall jointly and severally indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection with (a) the Escrow Agent’s execution and performance of this Escrow Agreement, the enforcement of any rights or remedies under or in connection with this Escrow Agreement, or as may arise by reason of any act, omission or error of the Indenmitee, except in the case of any Indemnitee to the extent that such Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of such Indernnitee, or (b) its following any instructions or directions, whether joint or singular, from the Parties, in accordance with the terms hereof. The provisions of this Section 9.2 shall survive in the event the Escrow Agent resigns or is removed pursuant to Section 7.1.
