Indemnification by the Partners. The Partners agree subsequent to the Closing to indemnify and hold Buyer and its subsidiaries and Affiliates and persons serving as officers, directors, members, partners, stockholders, or employees thereof or, to the extent the Loss claimed is suffered by the LLC, the LLC (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, losses (including, without limitation, diminution in value), taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees and expenses of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing), and if the indemnified party is the LLC or is claiming damage or harm through its interest in the LLC, net of any insurance proceeds actually received by the LLC on account of insurance policies the premiums on which were paid by the Company prior to the Conversion or by the LLC out of Operating Cash Flow (as defined in the LLC Agreement), less the aggregate premiums paid by the LLC for such insurance (collectively, "Losses") which may be sustained or suffered by any of them arising out of, based upon any of the following matters:
(a) fraud, intentional misrepresentation or any breach of any representation, warranty or covenant of the Company or any Partner under this Agreement or under any agreement, document or instrument contemplated hereby, or in any certificate, schedule or exhibit delivered pursuant hereto or thereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting such a breach; provided, however, that for purposes of determining any such breach no effect shall be given to any exception in any such representation, warranty or covenant relating to knowledge, materiality, or a Material Adverse Effect; and
(b) the activities, conduct, business or operation of the Company, the Private Funds, the Mutual Funds or the Offshore Funds prior to the Closing, or arising out of facts, events or circumstances regarding the Company, the Private Funds, the Mutual Funds or the Offshore Funds existing prior to the Closing.
Indemnification by the Partners. Each Partner shall indemnify and hold harmless the Partnership, the other Partners and their respective Management Committee representatives and alternates and the officers of the Partnership (each individually, a “Partner Indemnitee”) for any and all Liabilities that result solely from the actual fraud or willful misconduct of such Partner, its Management Committee representatives and alternates or any officer of the Partnership employed by such Partner or its Affiliates.
Indemnification by the Partners. (a) The Partners agree, subject to the other terms and conditions of this Agreement, to severally (pro rata in accordance with their Interests), but not jointly, indemnify the Buyer and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Buyer Indemnified Party") against and hold them harmless from all Losses arising out of (i) the breach of, or inaccuracy in, any representation or warranty of the Company contained in this Agreement or in any certificate, instrument or other document or agreement delivered by or on behalf of the Company to the Buyer pursuant to Section 6.3 of this Agreement, and (ii) any breach of or failure to perform any covenant or agreement of the Company contained herein or in any such certificate, instrument, document or agreement. Notwithstanding anything to the contrary contained in this Article VII, but subject to the last sentence of this Section 7.2(a), no claim may be asserted nor any action commenced against the Partners for breach of any representation, warranty or covenant by the Company contained herein, unless written notice of such claim or action (a "Claim Notice") is received by the Indemnification Representative on or prior to the date on which the representation, warranty or covenant on which such claim or action is based ceases to survive in accordance with Section 7.1 (the "Indemnification Cut-Off Date"), and such claim or action arose on or prior to the Indemnification Cut-Off Date, in which case such representation, warranty or covenant, and the Buyer's right to indemnification hereunder will survive as to such claim until such claim has been finally resolved in accordance with the terms of this Article VII. Such Claim Notice shall contain (A) a description and the amount (the "Claimed Amount") of any Losses incurred or reasonably expected to be incurred by the Buyer Indemnified Party, (B) a statement that the Buyer Indemnified Party is entitled to indemnification under this Article VII for such Losses and a reasonable explanation of the basis therefor and (C) a demand for payment in the amount of such Losses. The Buyer Indemnified Party must also deliver a copy of such Claim Notice to the Escrow Agent simultaneously with delivery of the Claim Notice to the Indemnification Representative. The Partners shall severally, and not jointly, indemnify the Buyer Indemnified Parties pursuant to this Section 7.2(a) notwithstanding any investigation made at any time or on behalf of any par...
Indemnification by the Partners. Each Partner hereby agrees to indemnify the Partnership and each of its other Partners and their respective officers, directors and advisors (including, in the case of any CBREI investor, CBREI), and hold them each harmless from and against all liability, loss, cost, damage and expense (including attorneys’ fees and costs incurred in the investigation, defense and settlement of the matter) which the Partnership or any of such other Partners or the indemnified parties shall ever sustain, suffer or incur which relate or arise out of or in connection with a breach by the indemnifying Partner of any representation, warranty or covenant made by the indemnifying Partner in this Agreement. If the Partnership is made a party to any litigation or otherwise incurs any loss or expense as a result of or in connection with any Partner’s personal obligations or liabilities unrelated to Partnership business, such Partner shall indemnify and reimburse the Partnership for all such loss and expense incurred, including reasonable attorneys’ fees. The liability of any Partner pursuant to this Section 8.4 shall be enforceable against the Interest of such Partner, including the Partner’s Distributions, but shall not be enforceable against any Partner personally.
Indemnification by the Partners. The Partners hereby jointly and severally agree to indemnify and hold harmless the Partnership and the Transferee from any claims, expenses, judgments and/or amounts paid in settlement, reasonably incurred by them, arising out of any claim (other than malpractice claims) against any of them relating to the operation of the business of the Partnership at its former location in Malden, Massachusetts.
Indemnification by the Partners. The Partners shall indemnify and hold harmless Purchaser and its respective officers, directors, partners, employees, successors and assigns in respect of any and all claims, actions, suits or other proceedings and any and all losses, costs, expenses, liabilities, fines, penalties, interest, and damages, whether or not arising out of any claim, action, suit or other proceeding
Indemnification by the Partners. Subject to the provisions of Sections 11 and 13.3, the Partners, jointly and severally (but severally with respect to their individual representations and warranties set forth in paragraphs 3.24, 3.25, 3.26, 3.27, 3.28 and 3.29), hereby agree to indemnify, defend, protect and hold harmless Buyers against all damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from any and all breaches of any warranty or representation made by them in this Agreement or any schedule or agreement delivered pursuant to this Agreement. Such indemnification shall be solely the responsibility of the Partners, and they shall not have any right to recover any portion of their liability from the Company, whether by right of indemnification, contribution or otherwise.
Indemnification by the Partners. Each Partner shall indemnify and hold harmless the Partnership, the other Partners (including, if applicable, in their capacity as Operator) and their respective Representatives and alternate Representatives and the officers and other agents of the Partnership (each individually, a “Partner Indemnitee”) for any and all Indemnified Losses actually and reasonably incurred by such Partner Indemnitee solely as a result of the actual fraud or willful misconduct of such Partner, its Representatives and alternate Representatives or any officer or other agent of the Partnership employed by such Partner or its Affiliates. Notwithstanding any other provision of this Agreement, no Partner and no Representative or alternate Representative of a Partner and no officer or other agent of the Partnership shall be liable to any other Partner or the Partnership with respect to any act performed or neglected to be performed in a manner which such Person reasonably believed to be necessary or appropriate in connection with the ordinary and proper conduct of the Partnership’s business or the preservation of its business and property, and consistent with the provisions of this Agreement. Notwithstanding anything herein to the contrary, the holder of the Interest held, as of the Effective Time, by the Wxxxxxxx Partner shall indemnify and hold harmless the Partnership from, or with respect to, any Indemnified Losses with respect to the Parachute Lateral.
Indemnification by the Partners. 43 ------------------------------- 9.2 Indemnification by CenterPoint............................... 45 ------------------------------ 9.3 Indemnification Procedure for Third Party Claims............. 46 ------------------------------------------------ 9.4 Direct Claims................................................ 48 ------------- 9.5 Failure to Give Timely Notice................................ 48 ----------------------------- 9.6 Reduction of Loss............................................ 48 ----------------- 9.7 Limitation on Indemnities.................................... 49 ------------------------- 9.7.1 Threshold for the Partners............................ 49 -------------------------- 9.
Indemnification by the Partners. (a) Indemnification by Dell-DFS. Dell-DFS shall indemnify and hold harmless DFS and each Covered Person from and against any and all Claims asserted against, or Damages suffered or incurred by, DFS or such Covered Person as a result of, in connection with or arising out of:
(i) Any failure by Dell-DFS or any Dell-DFS Affiliate to perform or fulfill any covenant, obligation or duty of Dell-DFS under this Agreement or any Ancillary Agreement to which Dell-DFS or such Dell-DFS Affiliate is a party;
(ii) Any breach of any warranty or the inaccuracy of any representation made or given by Dell-DFS or any Dell-DFS Affiliate pursuant to this Agreement or any Ancillary Agreement to which Dell-DFS or such Dell-DFS Affiliate is a party or any other documents or certificates executed and delivered to DFS or a Covered Person in connection with or pursuant to this Agreement; or
(iii) Any Claim or Damages caused by or resulting from the fraud, deceit, willful misconduct or gross negligence of any officer, director, stockholder, partner, employee, representative or agent of Dell-DFS or any Dell-DFS Affiliate.
(b) Indemnification by CIT DFS. CIT DFS shall indemnify and hold harmless DFS and each Covered Person from and against any and all Claims asserted against, or Damages suffered or incurred by, DFS or such Covered Person as a result of, in connection with or arising out of:
(i) Any failure by CIT DFS or any CIT DFS Affiliate to perform or fulfill any covenant, obligation or duty of CIT DFS under this Agreement or any Ancillary Agreement to which CIT DFS or such CIT DFS Affiliate is a party;
(ii) Any breach of any warranty or the inaccuracy of any representation made or given by CIT DFS or any CIT DFS Affiliate pursuant to this Agreement or any Ancillary Agreement to which CIT DFS or such CIT DFS Affiliate is a party or any other documents or certificates executed and delivered to DFS or a Covered Person in connection with or pursuant to this Agreement; or
(iii) Any Claim or Damages caused by or resulting from the fraud, deceit, willful misconduct or gross negligence of any officer, director, stockholder, partner, employee, representative or agent of CIT DFS or any CIT DFS Affiliate.
