Indemnification of the Parties. Each Party (the "Indemnitor") will indemnify, defend, and hold harmless any other Party (the "Indemnitee") from and against any arbitration award, claim, cost, damage demand, expense, fine, liability, lawsuit, obligation, payment or penalty of any kind or nature whatsoever, including any reasonable attorney's fees and expenses (a "Claim") incurred by the Indemnitee that arises out of or directly relates to the Indemnitor's performance or breach of this Agreement or any Schedule or Statement of Work attached from time to time hereto and made a pad hereof. Upon Indemnitee's request, the Indemnitor will indemnify the Indemnitees directors, employees, officers, agents, attorneys, representatives and shareholders to the same extent as such Indemnitee. No such person, however, will be a third party beneficiary of the indemnification provision set forth in this Agreement. To the extent that an Indemnitee requests the Indemnitor to indemnify such Party's directors, employees, officers, agents, attorneys, representatives and shareholders, the Indemnitee will cause such persons or entities to comply with the indemnification provisions and abide by the indemnification limitations set forth in this Agreement.
Indemnification of the Parties. (a) Subject to the limitations set forth in this Section 8, each party (the “Indemnifying Party”) shall indemnify and shall hold harmless each other party (the “Indemnified Parties”) and its respective officers, directors, agents, attorneys and employees, and each Person, if any, who controls or may control such Indemnified Party from and against any liability, loss, cost, expense, claim, lien or other damage, including reasonable attorneys’ fees and expenses and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (all of the foregoing items for purposes of this Agreement are referred to as “Damages”), resulting from, arising out of or incurred with respect to:
Indemnification of the Parties. The Parties, as indemnitor, each agree to indemnify the other and hold the other party harmless from all third-party fines, suits, claims, demands, or actions, including reasonable legal fees, occurring as a result of any act or omission of a party, its agents, employees, contractors, or elected officials under this IGA, or from any claim or loss by accident or damage to any person or property as a result thereof.
Indemnification of the Parties. A. Tenant covenants and agrees to protect, indemnify and save Landlord harmless from and against all liability, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys' fees at all tribunal levels, imposed upon, incurred by or asserted against Landlord by reason of (a) any accident, injury to or death of any person or loss of or damage to any property occurring on or about the Premises, except for any loss or damage from fire or casualty covered under Landlord's insurance policies and except for that loss or damage caused by Landlord's, its employees' and invitees' negligence, recklessness, willful misconduct, or Landlord's breach of its obligations under this Lease; (b) any act or omission of Tenant or Tenant's officers, employees, agents, guests or invitees or of anyone claiming by, through or under Tenant; (c) any use which may be made of, or condition existing upon, the Premises; (d) any improvements, fixtures or equipment performed or installed by Tenant upon the Premises; (e) any failure on the part of Tenant to perform or comply with any of the provisions, covenants or agreements of Tenant contained in this Lease; (f) any violation of any law, ordinance, order, rule or regulation of governmental authorities having jurisdiction by Tenant or Tenant's officers, employees, agents, guests or invitees or by anyone claiming by, through or under Tenant; and (g) any repairs, maintenance or changes to the Premises by, through or under Tenant. Tenant further covenants and agrees that, in case any action, suit or proceeding, is brought against Landlord by reason of any of the foregoing, Tenant will, at Tenant's sole cost and expense, defend Landlord in any such action, suit or proceeding, with counsel reasonably acceptable to Landlord.
Indemnification of the Parties. Subject to the provisions of this Section 4.3, each party to this Agreement (the “Indemnitor”) will indemnify and hold the other parties to this agreement (the “Indemnitee”) and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Indemnitee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Indemnitee Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Indemnitee Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Indemnitor in this Agreement or in the other Transaction Documents or (b) any action instituted against the Indemnitee Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Indemnitor who is not an Affiliate of such Indemnitee Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Indemnitee Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Indemnitee Party may have with any such stockholder or any violations by such Indemnitee Party of state or federal securities laws or any conduct by such Indemnitee Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Indemnitee Party in respect of which indemnity may be sought pursuant to this Agreement, such Indemnitee Party shall promptly notify the Indemnitor in writing, and the Indemnitor shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee Party. Any Indemnitee Party shall have the right to employ separate counsel in any s...
Indemnification of the Parties. 9.01 The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of the relationship between the parties and such course of conduct did not constitute negligence or misconduct. Each party shall defend, indemnify and hold the other harmless from any and all actions, causes of action, claims, demands, costs (including reasonable attorneys’ fees), liabilities, expenses and damages arising out of or in connection with (i) any bodily injury or damage to property occasioned by the acts or omissions of the indemnifying party or its employees or agents, and (ii) the violation by the indemnifying party of any federal, state or local law, rule or regulation, all in connection with the activities to be pursued hereunder.
Indemnification of the Parties. Each party, whether the Seller and the Shareholder on the one hand, who shall be jointly and severally responsible for the indemnification obligations as provided herein, or the Purchaser (“Indemnifying Party”), shall defend (with counsel reasonably acceptable to the Indemnified Party), indemnify and hold harmless the other party, its directors, officers, employees, partners and shareholders, and its successors and assigns (the “Indemnified Parties”) from and against any and all costs, losses, claims, liabilities, fines, expenses, penalties, and damages (including, without limitation, interest, reasonable legal and accounting fees, court costs and fees and costs on appeal, costs of arbitration and disbursements of counsel) (“Damages”) reasonably incurred by an Indemnified Party as a proximate result of:
Indemnification of the Parties. From the Closing Date and until the one (1) year anniversary thereof, in the event Sellers, on one hand, and Buyer, on the other hand (each, as applicable, an “Indemnifying Party”) breaches any of its representations, warranties or covenants contained in this Agreement, and provided that Buyer, in the event of a breach by Sellers, or Sellers, in the event of a breach by Buyer (each, as applicable, an “Indemnified Party”) makes a written claim for indemnification within the one (1) year period following the Closing Date (the “Survival Period”), then the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all Damages, the Indemnified Party shall suffer that are caused proximately by the breach. For purpose of this Section 15, “Damages” shall mean all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, liabilities, obligations, taxes, liens, losses, expenses and fees, including court costs and reasonable attorneys’ fees and expenses, but excluding consequential, incidental or indirect damages, lost profits or punitive damages.
Indemnification of the Parties. Subject to the provisions of section 9.02, Landlord and Tenant each agree to indemnify and save the other harmless from any and all claims with respect to bodily injury or property damage, arising from any breach or default on the part of the indemnifying party in the performance of any covenant or agreement on its part to be performed pursuant to the terms of this Lease or arising from its negligence or the negligence of any of its agents or employees, including all costs, counsel fees, expenses and liabilities incurred in or about any such claim; and if any action or proceeding is brought against either Landlord or Tenant by reason of any such claim, the indemnifying party upon notice from the party to be indemnified covenants to resist or defend such action on proceeding at its expense and the indemnified party shall cooperate in such defense. ARTICLE ELEVEN -------------- ALTERATIONS AND FIXTURES ------------------------
Indemnification of the Parties. (a) From and after the Closing (but subject to the terms and conditions of this Article VI), each Seller shall indemnify, defend and hold harmless, Buyer, each of Buyer’s Affiliates (including Parent) and each of its and their respective officers, directors, managers, members, partners, equityholders, employees, representatives, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against, and pay on behalf of and reimburse each Buyer Indemnitee in respect of all Losses incurred, suffered, sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon, any Buyer Indemnitee arising out of, resulting from or relating to:
