Indemnification by Progress Energy and Progress Fuels Clause Samples

Indemnification by Progress Energy and Progress Fuels. Subject to the limitations set forth in Sections 9.1 and 9.4, Progress Energy and Progress Fuels, jointly and severally, hereby agree to indemnify and hold harmless Holdings and its stockholders, officers, directors, employees, agents and the respective Affiliates thereof from and against any and all claims, demands, suits, proceedings, judgments, losses, Liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses, whether incurred before or after the date of this Agreement, and, in particular, with respect to Holdings and its Affiliates, those third-party fees and expenses and other out-of-pocket expenses incurred over the past three years which did not exceed $2 million as of November 30, 2004) (collectively, “Losses”) imposed upon or incurred by Holdings or any such other indemnified person (any and all such losses by Holdings, a “Holdings Claim”), whether or not involving a third party claim, as a result of or in connection with any of the following: