Indemnification by thX Sample Clauses

Indemnification by thX. 10.2.1 Subject to the limitations set forth in this Article X, THX shall indemnify and hold harmless THEC, KeySpan and their respective subsidiaries (including, following the Closing, Seneca-Upshur), and Affiliates, and their respective officers, directors, employees, agents and representatives, and each of their heirs, executors, successors and assigns (collectively, the “Representatives”), against and in respect of any and all Damages arising out of, resulting from or incurred in connection with or relating to: 10.2.1.1 any breach of a representation or warranty made by THX or Seneca-Upshur in this Agreement or any Schedule hereto or other agreement or document delivered in connection herewith, including in each case the circumstance actually constituting such breach; 10.2.1.2 any breach, failure or non-fulfillment of any agreement or covenant of THX or Seneca-Upshur contained in this Agreement or in any Ancillary Agreement; or 10.2.1.3 the Retained Liabilities, the Excluded Assets or the Retained Business. 10.2.2 Notwithstanding the foregoing and subject to the following sentence, in the case of Damages incurred as a result of a breach set forth in Section 10.2.1.1, (a) THX shall not be liable for indemnification hereunder unless and until the aggregate amount of such Damages exceeds $1,800,000 (the “THX Basket”), in which event THEC and KeySpan shall collectively be entitled to indemnification for all Damages in excess of the THX Basket, (b) no claim for Damages shall be counted toward the THX Basket unless such claim individually exceeds $50,000 (“THX De Minimis”), and (c) THX’s aggregate liability shall in no event exceed $30,000,000 (the “THX Cap”); provided, however that there shall be no THX Basket, THX De Minimis or THX Cap applicable to Damages arising under the Seller’s Title Representations and Warranties. In addition, for the avoidance of doubt, there shall be no THX Basket, THX De Minimis or THX Cap applicable to Damages arising under Sections 10.2.1.2 or 10.2.1.3 above or under the Tax Matters Agreement.

Indemnification by thX thX shall defend, indemnify, and hold Talis and its affiliates and their respective officers, directors, employees, and agents (the “Talis Indemnitees”) harmless from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”) to which any Talis Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (collectively, “Claims”) arising out of, based on, or resulting from, directly or indirectly: (a) [***], or (b) the willful misconduct or negligent acts of or violation of applicable law by any thX Indemnitee in connection with this License Agreement. The foregoing indemnity obligation shall not apply to the extent that (i) the Talis Indemnitees fail to comply with the indemnification procedures set forth in Section 5.3 and thX’ defense of the relevant Claim is materially prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity or occurrence for which Talis is obligated to indemnify the thX Indemnitees under Section 5.2.