Indemnification of Unitrin Sample Clauses

Indemnification of Unitrin. The ▇▇▇▇▇▇ Companies shall indemnify, defend and hold harmless Unitrin, USC, the Trinity Companies and their respective directors, officers, employees, representatives, Affiliates, successors and permitted assigns (collectively, the "Unitrin Indemnitees") from and against all actions, claims, losses, liabilities, damages, deficiencies, costs, expenses (including reasonable fees and expenses of attorneys), interest and penalties (collectively, referred to hereinafter as "Losses") asserted against, imposed upon or incurred by such Unitrin Indemnitees resulting from, arising out of, based upon or otherwise in respect of any of the following: (a) any breach or inaccuracy in the representations and warranties contained in Article II of this Agreement, (b) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of the ▇▇▇▇▇▇ Companies contained in this Agreement and (c) the enforcement of this indemnity.