Common use of Indemnification by Xxxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxxx. XxxxXxxxx shall indemnify and hold harmless each Qualified Holder (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured by any fees, commissions or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that XxxxXxxxx shall not be liable to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity or (b) such Qualified Holder, in either case prepared or furnished by the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that XxxxXxxxx shall not be liable to the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof is entitled to indemnity by XxxxXxxxx under this Agreement.

Indemnification by Xxxxxxxxx. XxxxXxxxx Borrowers shall indemnify Administrative Agent and the Lenders and each Related Party of Administrative Agent or any Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless each Qualified Holder from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims, damages, liabilities and related expenses (other than XxxxXxxxx including the reasonable and XxxxXxxxx E&Pdocumented fees, charges and disbursements of any counsel for any Indemnitee) (collectively, the “Indemnified Liabilities”), the Trust and the Trustee and incurred by any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust Indemnitee or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and asserted against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured Indemnitee by any feesPerson (including Borrowers), commissions arising out of, in connection with, or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person as a result of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement the execution or alleged untrue statement delivery of a material fact contained in any Registration Statement Loan Document or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective performance by the SECparties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including the Credit Facility), (ii) an untrue statement any Loan or alleged untrue statement of a material fact contained in any preliminary Prospectus the use or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light proposed use of the circumstances under which they were madeproceeds therefrom, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement actual or alleged untrue statement prospective claim, litigation, investigation or proceeding relating to any of a material fact contained in any other filingthe foregoing, report or other action taken with respect to the Securities Actwhether based on contract, the Exchange Act tort or any other federal theory, whether brought by a third party or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange by any Credit Party or any omission Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or alleged omission (iv) any claim, investigation, litigation or other proceeding and the prosecution and defense thereof, arising out of or in any way connected with the Loans, any Loan Document, or any documents contemplated by or referred to state a material fact required to be stated herein or therein or necessary to make the statements therein not misleadingtransactions contemplated hereby or thereby, including, reasonable and documented attorneys’ fees; providedprovided that, that XxxxXxxxx Borrowers shall not be liable required to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of Indemnitee pursuant to this Section 6(b11.3(b) to the extent that such Indemnified Liabilities result from any such Expense arises out ofIndemnitee’s gross negligence, is based upon bad faith, or is connected with information relating to (a) the Trust in willful misconduct or material breach by a Lender of its individual capacity or (b) such Qualified Holderobligations hereunder, in either each case prepared or furnished as finally determined by the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that XxxxXxxxx a non-appealable judgment of a court of competent jurisdiction. This Section 11.3(b) shall not be liable to the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses apply with respect to which the Qualified Holders (Taxes other than XxxxXxxxx and XxxxXxxxx E&P)any Taxes that represent losses, the Trust and the Trustee or claims, damages, etc. arising from any agent or controlling persons thereof is entitled to indemnity by XxxxXxxxx under this Agreementnon-Tax claim.

Indemnification by Xxxxxxxxx. XxxxXxxxx Borrowers shall indemnify Administrative Agent and the Lenders and each Related Party of Administrative Agent or any Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless each Qualified Holder from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims, damages, liabilities and related expenses (other than XxxxXxxxx including the reasonable and XxxxXxxxx E&Pdocumented fees, charges and disbursements of any counsel for any Indemnitee) (collectively, the “Indemnified Liabilities”), the Trust and the Trustee and incurred by any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust Indemnitee or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and asserted against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured Indemnitee by any feesPerson (including Borrowers), commissions arising out of, in connection with, or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person as a result of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement the execution or alleged untrue statement delivery of a material fact contained in any Registration Statement Loan Document or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective performance by the SECparties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including the Credit Facility), (ii) an untrue statement any Loan or alleged untrue statement of a material fact contained in any preliminary Prospectus the use or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light proposed use of the circumstances under which they were madeproceeds therefrom, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement actual or alleged untrue statement prospective claim, litigation, investigation or proceeding relating to any of a material fact contained in any other filingthe foregoing, report or other action taken with respect to the Securities Actwhether based on contract, the Exchange Act tort or any other federal theory, whether brought by a third party or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange by any Borrower or any omission Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or alleged omission (iv) any claim, investigation, litigation or other proceeding and the prosecution and defense thereof, arising out of or in any way connected with the Loans, any Loan Document, or any documents contemplated by or referred to state a material fact required to be stated herein or therein or necessary to make the statements therein not misleadingtransactions contemplated hereby or thereby, including, reasonable and documented attorneys’ fees; providedprovided that, that XxxxXxxxx Borrowers shall not be liable required to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of Indemnitee pursuant to this Section 6(b11.3(b) to the extent that such Indemnified Liabilities result from any such Expense arises out ofIndemnitee’s gross negligence, is based upon bad faith, or is connected with information relating to (a) the Trust in willful misconduct or material breach by a Lender of its individual capacity or (b) such Qualified Holderobligations hereunder, in either each case prepared or furnished as finally determined by the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that XxxxXxxxx a non-appealable judgment of a court of competent jurisdiction. This Section 11.3(b) shall not be liable to the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses apply with respect to which the Qualified Holders (Taxes other than XxxxXxxxx and XxxxXxxxx E&P)any Taxes that represent losses, the Trust and the Trustee or claims, damages, etc. arising from any agent or controlling persons thereof is entitled to indemnity by XxxxXxxxx under this Agreementnon-Tax claim.

Indemnification by Xxxxxxxxx. XxxxXxxxx The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each L/C Issuer, each Arranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Qualified Holder Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising out of, in connection with, or as a result of (but limited, in the case of legal fees and expenses, to the Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a special counsel for all Indemnitees taken as a whole in each subject matter area that is material to the interests of such Indemnitees, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnitees (which may be a single local counsel acting in multiple material jurisdictions), and solely in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict of interest informs the Borrowers in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution or delivery of this Agreement, any other than XxxxXxxxx and XxxxXxxxx E&PLoan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signatory or in the form of an Electronic Record), the Trust performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the Trustee other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual Release of Hazardous Materials on or from any property owned, leased or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or any Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that a court of competent jurisdiction determines in a final-non-appealable judgment that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or of any Related Indemnified Person of such Indemnitee, (y) a material breach of any obligations of such Indemnitee under any Loan Document by such Indemnitee or (z) any dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent (and any agents sub-agent thereof), individually Lender, L/C Issuer or Arranger under any Facility and as trustee, as other than any claims arising out of any act or omission of the Borrowers or any of their Affiliates. In the case may beof an investigation, litigation or other proceeding to which the indemnity in this Section 11.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and each person, whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 11.04(b) (after the determination of a court of competent jurisdiction) if any, who controls such Qualified Holderrequired pursuant to the terms of this Section 11.04(b) shall be paid within twenty Business Days after written demand therefor. The agreements in this Section 11.04(b) shall survive the resignation of the Administrative Agent, the Trust or L/C Issuer, the Trustee within replacement of any Lender and the meaning of either Section 15 satisfaction of the Securities Act Termination Conditions. This Section 11.04(b) shall not apply to Taxes except it shall apply to any Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim (including a value added Tax or Section 20 of the Exchange Act, from and against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured by any fees, commissions or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person of such Qualified Holder, the Trust or the Trustee may become subject, under or similar Tax charged with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement supply of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that XxxxXxxxx shall not be liable to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity or (b) such Qualified Holder, in either case prepared or furnished by the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that XxxxXxxxx shall not be liable to the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&Pservices), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&P), the Trust and the Trustee or any agent or controlling persons thereof is entitled to indemnity by XxxxXxxxx under this Agreement.

Indemnification by Xxxxxxxxx. XxxxXxxxx shall indemnify and hold harmless each Qualified Holder (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured by any fees, commissions or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that XxxxXxxxx shall not be liable to and shall not indemnify the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity or (b) such Qualified Holder, in either case prepared or furnished by the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that XxxxXxxxx shall not be liable to the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, XxxxXxxxx shall reimburse the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which the Qualified Holders (other than XxxxXxxxx and XxxxXxxxx E&PXxxxXxxxx), the Trust and the Trustee or any agent or controlling persons thereof is entitled to indemnity by XxxxXxxxx under this Agreement.