Indemnified Matters. Borrower hereby agrees to protect, indemnify, defend, release and hold each Indemnified Party harmless from and against, and reimburse each Indemnified Party on demand for, any and all losses, costs, liabilities (including strict liabilities), claims (including Environmental Claims), damages, expenses (including reasonable attorneys’ fees incurred in connection with enforcing this provision), penalties or fines of any kind whatsoever paid, incurred or suffered by, or asserted against, any Indemnified Party by any Person in connection with, arising out of or resulting in any way whatsoever from:
(i) the presence, Release or threatened Release of any Hazardous Material at or from the Property, on or before the Transition Date; or
(ii) the breach of any representation, warranty, covenant or agreement contained in this Agreement because of any act, omission, event or condition existing or occurring on or before the Transition Date; or
(iii) any violation or potential violation, on or before the Transition Date, of any Environmental Requirement in effect on or before the Transition Date, regardless of whether any act, omission, event or circumstance giving rise to the violation constituted a violation at the time of the occurrence or inception of such act, omission, event or circumstance; or
(iv) any Environmental Claim related to any, act, omission, event or condition existing or occurring in connection with the use or occupancy of the Property at any time on or before the Transition Date; or
(v) the filing or imposition of any environmental lien against the Property; and regardless of whether any matter set forth in the foregoing Subsections (i) through (v) was caused by Borrower, a prior owner of the Property, or any other Person whatsoever. Such indemnity shall not apply, however, to a particular Indemnified Party to the extent that the subject of the indemnification is or was caused by or arises out of the sole or gross negligence or willful misconduct of that particular Indemnified Party.
Indemnified Matters. Notwithstanding anything to the contrary in this Agreement, each Agent shall be entitled to include as part of any amount payable to it under Section 11.9, Section 12.5 and/or Section 12.6, a sum representing the cost to such Agent in terms of management time and other resources calculated on the basis of such reasonable daily or hourly rates as such Agent may notify to the Borrower or the Lenders (as the case may be) for such purpose, and such sum shall be in addition to any fees or other amounts paid or payable to such Agent under this Agreement or the other Loan Documents. Each Borrower shall promptly on demand reimburse any Lender for amounts actually paid by such Lender pursuant to this Section 11.10.
Indemnified Matters. Notwithstanding anything to the contrary in this Agreement, each Agent may not include as part of any amount payable to it under Section 11.9, Section 12.5 and/or Section 12.6, a sum representing the cost to such Agent in terms of management time and other resources calculated on the basis of daily or hourly rates.
Indemnified Matters. Subject to the provisions of this Article X, including the limitations set forth in Section 10.3, from and after the Closing:
(a) Parent will indemnify Purchaser and its Affiliates, including the Purchased Companies (collectively, the “Purchaser Indemnitees”), against and agrees to hold each of them harmless from any and all Damages incurred or suffered by any Purchaser Indemnitee to the extent arising out of or relating to (i) the ownership or operation by any Purchased Company of any business other than the Business, the conduct of any activities by any Purchased Company of activities unrelated to the Business, or that otherwise constitutes a Liability related to any business, operations or activities of Parent and its Affiliates to the extent not related to the Business, (ii) the Pre-Closing Restructuring (including any Tax-related Liabilities arising out of the Pre-Closing Restructuring), (iii) the Retained Claims (including any Tax-related Liabilities arising out of the Retained Claims) and (iv) any Indemnified Tax Liabilities.
(b) Purchaser will indemnify Parent and its Affiliates (collectively, the “Seller Indemnitees”) following the Closing against and agrees to hold each of them harmless from any and all third party Damages incurred or suffered by any Seller Indemnitee arising out of a claim by a third party that is initiated against any Seller Indemnitee following the date hereof to the extent related to the operation of the Business but excluding any such Damages in respect of which the Purchaser Indemnitees are subject to indemnification pursuant to Section 10.1(a); provided, however, that Purchaser’s indemnification obligation will not apply to (1) the Specified Litigation or other Damages or Liabilities that are the responsibility of Sellers or their Affiliates pursuant to other provisions of this Agreement or any Ancillary Agreement, (2) any Damages or Liabilities arising in connection with any dispute between the Parties or their Affiliates in respect of this Agreement or the Ancillary Agreements, (3) any Damages or Liabilities for income Taxes or other Taxes that are paid or payable by Parent on a consolidated basis, (4) any Damages or Liabilities under any Parent Plan, (5) any Damages or Liabilities under or arising pursuant to applicable securities laws or in connect with any registration statements, periodic reports or other documents filed from time to time by Parent with the SEC or similar Governmental Authorities, or (6) any Damages ...
Indemnified Matters. Indemnitor shall, jointly and severally, at its sole cost and expense, indemnify, protect and save Seller and Seller's Affiliates harmless against and from any and all damages, losses, liabilities, claims, demands, injuries, deficiencies, judgments, suits, proceedings, and costs or expenses arising therefrom (including, without limitation, reasonable attorneys' fees and disbursements of attorneys that are selected by Seller in its sole discretion) (collectively, "CLAIMS") of any kind or of any nature whatsoever (collectively, the "INDEMNIFIED MATTERS") which may be imposed upon, incurred by or awarded against Seller and arising at any time out of, as a result of, in connection with, or with respect to:
(a) The Property or any portion thereof, the Interests or any portion thereof, the LLCs, any Transaction Documents (excluding the Agreement of Sale and Assignment and Assumption of Membership Interest except as described in clause (c) below), excluding (i) any Claims arising out of the acts of any Seller constituting negligence or willful misconduct and (ii) all representations, warranties, covenants, duties, liabilities and obligations arising under or in connection with the Xxxxx Fargo Lease.
(b) Any actions or inactions of Bunker Hill or any other parties to any of the Transaction Documents which constitute negligence or willful misconduct;
(c) The breach of any covenant or any express representation or warranty made by Bunker Hill and/or its nominee under the Agreement of Sale, the Assignment and Assumption of Membership Interest, this Indemnity, or any other document or instrument entered into in connection with any of the transactions described herein; and
(d) The defense of any action or proceeding brought against Seller in respect of any Claims described in whole or in part by any of Subparagraphs (a)-(c) of this Section 2.1.
Indemnified Matters. Borrower hereby agrees to protect, indemnify, defend, release and hold each Indemnified Party harmless for, from and against, and reimburse each Indemnified Party on demand for, any and all losses, costs, liabilities (including strict liabilities), claims (including Environmental Claims), damages, expenses (including reasonable attorneys’ fees incurred in connection with enforcing this provision), penalties or fines of any kind whatsoever paid, incurred or suffered by, or asserted against, any Indemnified Party by any Person in connection with, arising out of or resulting in any way whatsoever from: the presence, Release or threatened Release of any Hazardous Material at or from the Property, on or before the Transition Date; or
Indemnified Matters. Subject to Clause 16.4, the Consultant shall fully indemnify the Customer from and against any and all Losses of whatever nature suffered, sustained or incurred, arising out of or in connection with: any negligent act, or omission, or wilful misconduct by the Consultant or its Personnel in connection with this Agreement; any Claim made against the Customer by any Personnel of the Consultant in respect of any Workplace Matters; any and all physical loss or damage caused by the Consultant’s Personnel to any property belonging to the Customer or its Affiliates whether or not at any Site; any act or omission of the Consultant’s Subcontractor; any death, personal injury, physical loss or damage sustained by the Personnel of the Consultant or its Subcontractor; any Claim brought by a Third Party for a breach of that Third Party’s IPR as a result of the Consultant’s performance under or in connection with this Agreement; or a breach by the Consultant of Clauses 12, 24 or 25. For the purposes of Clause 19.1, the Customer shall be deemed to include its Affiliates, Personnel, directors, shareholders and officers. Each indemnity in this Agreement is a continuing obligation separate and independent from the Consultant’s other obligations and survives termination of this Agreement. The Consultant shall not be liable under this Clause 19 to the extent that the Claim and/or Loss occurred wholly and directly as a result of the Customer’s gross negligence, misconduct or fraudulent conduct. This Clause 19 shall survive the expiry or earlier termination of this Agreement.
Indemnified Matters. From and after the Closing, the Seller shall indemnify and hold harmless the Buyer Related Parties from and against [***].
Indemnified Matters. Effective as of the closing under the Merger Agreement, GUI shall indemnify, save and hold VTK, the DSS Cleared Company, PGI and any affiliate of the DSS Cleared Company, harmless from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to:
(a) the unpaid Tax liability incurred prior to the Sale with respect to any entity in the MIC-USA Group or the GUI Group or any affiliate thereof, (other than PGI, the Company, or a subsidiary of the Company) under Section 1.1502-6 of the Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended or any successor provision (and any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise; and
(b) the Letter and the alleged conditions or events giving rise to the claims therein;
Indemnified Matters. Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord’s interest in the Premises or the Property, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, damages arising from any adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys’ and consultants’ reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the expiration or termination of this Lease.
