Indemnification by SPD Clause Samples

Indemnification by SPD. The SPD shall indemnify, defend and hold harmless SPPD and its shareholders, managers, officers, directors and employees (each an “SPPD Indemnified Party”) within 30 (thirty) days of receiving demand from the SPPD at any time and from time to time, from and against any and all direct losses, claims, damages, liabilities, costs (including reasonable attorneys' fees and disbursements) and expenses (collectively, “SPPD Losses”) incurred by an SPPD Indemnified Party, attributable to the SPD insofar as such SPPD Losses directly arise out of, in any way relate to, or result from: a) the failure by SPD to fulfill any covenant or condition contained in this Agreement, including without limitation the breach of any terms and conditions of this Agreement by SPD, or b) any claim or proceeding by any third party against SPPD arising out of any act, deed or omission by the SPD.