Indemnification by Principal. (a) Spinco agrees to indemnify, defend and hold Parent harmless from and against any Loss to which Parent may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Parent of Parent Services, other than Losses resulting from Parent's gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Spinco shall not be liable under this Section 5.1 for any consequential, special or punitive damages (including lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined in the Distribution Agreement).
Indemnification by Principal. (a) Lanixx xxxees to indemnify, defend and hold Harrxx xxxmless from and against any Loss to which Harrxx xxx become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Harrxx xx Harrxx Xxxvices, other than Losses resulting from Harrxx' xxoss negligence, willful misconduct or material breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Lanixx xxxll not be liable under this Section 5.1 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third Party Claim (as defined below).
(b) Harrxx xxxees to indemnify, defend and hold Lanixx xxxmless from and against any Loss to which Lanixx xxx become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Lanixx xx Lanixx Xxxvices, other than Losses resulting from Lanixx'x xxxss negligence, willful misconduct or material breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Harrxx xxxll not be liable under this Section 5.1 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third Party Claim (as defined below).
Indemnification by Principal. (a) TSYS agrees to indemnify, defend and hold Synovus and its appropriate Subsidiaries harmless from and against any Loss to which Synovus or its appropriate Subsidiaries may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Synovus or its appropriate Subsidiaries of Synovus Services, other than Losses resulting from Synovus’s or its appropriate Subsidiaries’ gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, TSYS shall not be liable under this Section 5.1 for any consequential, special or punitive damages (including lost profits).
Indemnification by Principal. (a) GLC Housing agrees to indemnify, defend and hold GLC harmless from and against any Loss to which GLC may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by GLC of GLC Services, other than Losses resulting from GLC's gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement.
(b) GLC agrees to indemnify, defend and hold GLC Housing harmless from and against any Loss to which GLC Housing may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by GLC Housing of GLC Housing Services, other than Losses resulting from GLC Housing's gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement.
Indemnification by Principal. Principal shall indemnify and hold Subservicer harmless from and shall reimburse Subservicer for any losses, damages, claims, causes of action or expenses of any nature (including reasonable attorney's fees) incurred by Subservicer which arise out of or result from:
(a) the inaccuracy of any representation of Principal contained in this Agreement or
Indemnification by Principal. Subject to the limitations contained herein, the Principal shall indemnify and hold harmless the Purchaser from all losses, liabilities, obligations, claims, lawsuits, judgments, costs and expenses (including reasonable attorneys’ fees) arising from: (a) any material misrepresentation or breach of warranty under this Agreement, (b) any breach of covenant by Principal under this Agreement or the failure of the Company or Principal to perform any material obligation required to be performed by such parties hereunder; and (c) events occurring, conditions existing, or activities of Principal (provided that same are outside the scope of the Consulting Agreement) following the Closing. Notwithstanding anything herein to the contrary, Principal shall not be obligated to indemnify Purchaser under this Section 8.2: (i) unless the aggregate of all Losses exceed Ten Thousand Dollars ($10,000) (the “Seller’s Basket”), in which case the Purchaser shall be entitled to recover all Losses up to the Seller’s Indemnification Cap (defined below), including the amount equal to the Seller’s Basket, or (ii) for aggregate Losses in excess of Five Million Dollars ($5,000,000) (the “Seller’s Indemnification Cap”); provided, however, that to the extent the Principal has any indemnification obligations hereunder (A) directly resulting from the demonstrated fraud or intentional misrepresentation of the Principal, or (B) directly resulting from Principal’s material breach of Section 2.4(a)(i) or (ii) of this Agreement (but not 2.4(a)(iii)), the Seller’s Indemnification Cap shall be increased to the Purchase Price. Under no circumstances shall Principal’s aggregate liability under this Agreement exceed the Seller’s Indemnification Cap. Section 8.3
Indemnification by Principal. (a) Subject to the terms and conditions of this Article VII, from and after the Closing, the Principal agree to defend, indemnify and hold harmless Purchaser and its officers, directors, managers, Affiliates, agents, representatives, successors and assigns (including, after the Closing, Target) (each individually, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) from, against and in respect of any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense (individually, a “Loss” and collectively, “Losses”) arising out of or resulting from:
(i) any breach or inaccuracy of any representation or warranty made by Target or Principal in Article III of this Agreement;
(ii) any breach or inaccuracy of any representation or warranty made by Principal in Article IV of this Agreement; or
(iii) any failure by Principal to perform or comply with any of its covenants, agreements or obligations contained in this Agreement.
(b) For purpose of this Article VII, all representations and warranties in Article III will be deemed to have been made without giving effect to any limitation or qualification as to materiality, including the word or phrase “material” and “Material Adverse Effect.”
(c) Principal agrees that it will have no right of contribution from Target with respect to any Loss claimed by a Purchaser Indemnified Party.
(d) The representations and warranties made under this Agreement by Target or Principal will not be affected or deemed waived by reason of any investigation made by or on behalf of Purchaser (including by any of its Affiliates or Purchaser’s or its Affiliates’ advisors, consultants, agents or representatives) or by reason of the fact that Purchaser or any such Affiliates, advisors, consultants, agents or representatives knew or should have known that any such representation or warranty is or might be inaccurate.
Indemnification by Principal. (a) FNBF agrees to indemnify, defend and hold FNB harmless from and against any Loss to which FNB may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by FNB of FNB Services, other than Losses resulting from FNB's gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, FNBF shall not be liable under this Section 5.1 for any consequential, special or punitive damages (including lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined in the Distribution Agreement).
(b) FNB agrees to indemnify, defend and hold FNBF harmless from and against any Loss to which FNBF may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by FNBF of FNBF Services, other than Losses resulting from FNBF's gross negligence, willful misconduct or material breach of its obligations pursuant to this
Indemnification by Principal. Spinco agrees to indemnify, defend and hold Parent harmless from and against any Loss to which Parent may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Parent of Parent Services, other than Losses resulting from Parent's gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Spinco shall not be liable under this Section 5.1 for any consequential, special or punitive damages (including lost profits).
Indemnification by Principal. PRINCIPAL will indemnify, defend and hold harmless AGENT and its affiliates and each of their respective officers, directors, employees, legal representatives, agents, contractors, successors and assigns from and against all or any losses, claims, demands, costs, damages, expenses, judgments, awards, settlements or liabilities (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) resulting from or arising out of any third party claim, suit, action or proceeding based on (a) a claim that AGENT’s use of the Property as authorized hereunder infringes such third party’s trademark, copyright or other intellectual property right, or (b) PRINCIPAL’s negligence or intentional misconduct.
