Indemnity by Assurance Sample Clauses

Indemnity by Assurance. Assurance agrees to indemnify and hold the Parent harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the fees and disbursements of counsel, net of insurance proceeds (also referred to as "Losses"), related to or arising directly or indirectly out of (a) any breach of any representation or warranty made by Assurance in this Agreement, or (b) any breach by Assurance of any covenant, obligation or undertaking made by Assurance in this Agreement (including without limitation any failure by Assurance to pay or perform any of the Assumed Obligations).