Indemnification by SHC Sample Clauses
Indemnification by SHC. Following the Effective Time and subject to Section 14.1, SHC shall, and shall cause the SHC Entities to, indemnify, defend and hold harmless each LE Entity and its Affiliates, and each of their respective current or former directors, officers, employees, agents, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (each, a “LE Indemnified Party”), from and against any and all Liabilities arising out of or resulting from any of the following items:
(a) each SHC Liability, including arising out of the failure of any SHC Entity or any other Person to pay, perform or otherwise promptly discharge any such SHC Liability;
(b) each breach by SHC or any SHC Entity of this Agreement;
(c) each breach by SHC or any SHC Entity of the Tax Sharing Agreement or any of the Implementation Documents, subject to any specific limitation on liability contained in the applicable agreement and without duplication taking into account the performance by each LE Entity of its indemnification obligations in the agreement;
(d) except to the extent it relates to a LE Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any SHC Entity by any LE Entity that survives the Effective Time; and
(e) 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 statements made explicitly in SHC’s or another SHC Entity’s name in the LE Registration Statement, the Information Statement (as amended or supplemented if LE shall have furnished any amendments or supplements thereto) or any other Disclosure Document.
Indemnification by SHC. Following the Closing Date and subject to Section 10.1 and without duplication of any indemnification in any Ancillary Agreement, SHC shall, and shall cause the members of the SHC Group to, indemnify, defend and hold harmless each member of the Seritage Group and its Affiliates, and each of their respective current or former directors, officers, employees, agents, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (each, a “Seritage Indemnitee”), from and against any and all Liabilities arising out of or resulting from any of the following:
(a) each breach by SHC or any member of the SHC Group of this Agreement or any Ancillary Agreement, including any representation, warranty or covenant set forth therein;
(b) any Retail Operations Claims;
(c) any Environmental Problems to the extent they (i) exist as of the Closing Date and/or (ii) are caused by Tenant or any of Tenant’s Related Users (as such term is defined in the Master Lease), and in any case become known or disclosed at any time during the Term of the Master Lease or after the expiration or termination of the Master Lease; and
(d) 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 statements made explicitly in SHC’s or another member of the SHC Group’s name in the Form S-11 (as amended or supplemented).
Indemnification by SHC. (a) Notwithstanding any other indemnification provision hereunder, SHC (the "Indemnifying Party") shall, severally and jointly, indemnify and hold harmless YIL and its officers, directors and employees and Seller (each an "Indemnified Party"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by the Indemnifying Party at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by the Indemnifying Party, (iii) any misrepresentation made by the Indemnifying Party, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by the Indemnifying Party pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, any SEC Document, and (v) the operations and liabilities of SHC and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same.