Indemnity by Xxxxx. Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.
Indemnity by Xxxxx. Buyer shall release, indemnify, defend, and hold harmless Seller, its Affiliates, and its and their directors, officers, employees, agents, and representatives against and from any and all Claims resulting from, or arising out of or in any way connected with (i) any event, circumstance, act, or incident relating to the Product received by Buyer under this Agreement after the Delivery Point, (ii) the failure by Buyer to comply with applicable Law, including without limitation the CAISO Tariff, or (iii) any Governmental Charges for which Xxxxx is responsible hereunder, in all cases including, without limitation, any Claim for or on account of injury, bodily or otherwise, to or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such Claim to the extent caused by the willful misconduct or gross negligence of Seller, its Affiliates, and its and their directors, officers, employees, agents, and representatives.
Indemnity by Xxxxx. Buyer shall release, indemnify, defend, and hold harmless Seller, its Affiliates, and its and their directors, officers, employees, agents, and representatives against and from any and all Claims resulting from, or arising out of or in any way connected with (i) any event, circumstance, act, or incident relating to the Product received by Buyer under this Agreement after the Energy Delivery Point or Charging Energy delivered by Buyer under this Agreement up to the Energy Delivery Point, (ii) the failure by Buyer to comply with Applicable Laws, including without limitation the Tariff, (iii) a breach of its covenants, representations or warranties under this Agreement, or (iv) any Governmental Charges for which Buyer is responsible hereunder, in all cases including, without limitation, any Claim for or on account of injury, bodily or otherwise, to or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such Claim to the extent caused by the willful misconduct or gross negligence of Seller, its Affiliates, and its and their directors, officers, employees, agents, and representatives.
Indemnity by Xxxxx. Buyer hereby releases, indemnifies and holds harmless Seller, its directors, officers, agents, and representatives against and from any and all losses, claims, actions or suits, including costs and attorney’s fees, resulting from, or arising out of or in any way connected with (a) the energy delivered by Seller under this Agreement after the Electricity Delivery Point, and (b) the Fuel prior to delivery at the Fuel Delivery Point under this Agreement, including any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to, or destruction or economic loss of property, excepting only such loss, claim, action or suit as may be caused solely by the fault or gross negligence of Seller, its directors, officers, employees, agents or representatives.
Indemnity by Xxxxx. The Buyer shall defend, indemnify and hold harmless Seller and its directors, officers, employees, agents and affiliates (the "Seller Indemnitees") against and in respect of, and pay and reimburse the Seller Indemnitees for, any and all claims, losses (other than diminution of value), costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including costs of investigation, interest, penalties and reasonable attorneys' fees, that Seller may incur, sustain or suffer ("Seller Losses") resulting from or arising out of (a) the inaccuracy of any representation or warranty made by Buyer herein that survives the Closing or (b) any breach or nonfulfillment after the Closing of any agreement or covenant of Buyer contained in this Agreement. The indemnification provided for in this Section 6.3 shall terminate on August 16, 2003 (and no claims shall be made by the Stockholders under this 6.3 thereafter) except that (i) any Seller Loss of which Seller has notified the Buyer in accordance with the requirements of Section 6.4 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 6.3, as to which the obligation of the Buyer shall continue until the liability of the Buyer shall have been determined pursuant to this 6.3 or the Buyer shall have reimbursed Seller for the full amount of such Seller Loss in accordance with this Section 6.3 and (ii) the indemnification and payments by Xxxxx shall continue until the expiration of the applicable statute of limitations as to Seller Losses attributable to or arising out of any fraud; provided, however, that a Seller Indemnitee shall not be entitled to indemnification from Buyer in the event that the subject claim for indemnification relates to any claim and such Seller Indemnitee delayed giving notice thereof to Buyer to such an extent as to cause material prejudice to the defense of such claim.
Indemnity by Xxxxx. If the Parent fails to perform any of its obligations under clause 12.1, each Bank shall, (i) in the proportion borne by its Outstandings to the aggregate of the Outstandings of all the Banks; or (ii) if there are no Outstandings at the time as may be specified by the Agent in the proportion borne by its Commitment to the Total Commitments of all Banks; or (iii) if there are no Outstandings and the Total Commitments have been cancelled at such time, in the proportion borne by its Commitment to the Total Commitments of all Banks immediately before they were cancelled, indemnify the Agent and the Arrangers against any loss incurred by any of them as a result of such failure and the Parent shall promptly reimburse each Bank for any payment made by it pursuant to this clause 12.3.
Indemnity by Xxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Sections 9.03(a) and (b) to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Bank severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Bank’s proportion (based on the percentages as used in determining the Required Banks as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Banks under this Section 9.03(c) are subject to the provisions of Section 2.18(a).
Indemnity by Xxxxx. Xxxxx shall indemnity, defend and hold City, its City Council, officers, employees, and agents harmless during the term of this Lease from and against any and all claims of liability for any injury or damage to any person or property arising from Xxxxx'x use of the Premises, or from the conduct of Xxxxx'x business, or from any activity, work or thing done, permitted or suffered by Xxxxx in, on or about the Premises. Xxxxx shall further indemnify, defend and hold City, its City Council, officers, employees, and agents harmless from and against any and all claims arising from any breach or default in the performance of any obligation of Xxxxx under this Lease, or arising from any negligence of Xxxxx or Xxxxx'x agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim, action or proceeding brought thereon. In the event any action or proceeding is brought against City by reason of any such claim, Xxxxx upon notice from City shall defend the same at Xxxxx'x expense.
Indemnity by Xxxxx. Xxxxx shall protect, defend, indemnify and hold Merck, its Affiliates and their respective directors, officers, employees and agents and their respective successors and permitted assigns (collectively, the “Merck Indemnified Parties”), harmless from any and all Liabilities which arise out of or result from:
(a) a misrepresentation or breach by Xxxxx of any of its representations, warranties, covenants, agreements or obligations under this Agreement; or
(b) the negligence, recklessness or willful misconduct of Xxxxx in the performance of its obligations under this Agreement; provided, however, that Xxxxx shall not be required to indemnify, hold harmless or defend any Merck Indemnified Party against any claim to the extent arising out of or related to (y) Merck’s breach of any of its representations, warranties or covenants set forth in this Agreement, or (z) any Merck Indemnified Party’s negligence or willful misconduct, or failure to comply with all Applicable Laws.
Indemnity by Xxxxx. From and after Closing, XXXXX covenants and ------------------ agrees to indemnify and hold MIKOHN and its affiliates (which shall include PGI; each a "Purchaser Indemnitee") harmless in respect of any Damages imposed upon or sustained by a Purchaser Indemnitee by reason of:
25.1.1 any misrepresentation, breach of warranty or nonfulfillment of any agreement on the part of XXXXX under this Agreement, or in any certificate or other instruments described and referred to in this Agreement, or in the Exhibits and Schedules attached hereto, or to be furnished to MIKOHN hereunder, unless the Purchaser Indemnitee knew or had reason to know of any such misrepresentation, breach or nonfulfillment prior to Closing;
25.1.2 any claim or cause of action brought against PGI by any former employee of PGI relating to or arising from the employment relationship or termination thereof prior to the Closing unless the Purchaser Indemnitee knew or had reason to know of any such claim or cause of action;
25.1.3 any claim or cause of action brought by Par-4, Inc. or Xxxxxxx Xxxxxxxxx relating to that certain License Agreement dated September 21, 1993 by and between PGI and MIKOHN; and
25.1.4 any claim or cause of action brought by August Xxxxxxxxx or Xxxx Xxxxxxxx arising from their employment relationship with PGI or termination thereof.
25.1.5 For purposes of this Agreement, "Damages" means all damages, assessments, taxes, judgments, costs and expenses incident to any of the foregoing, including, but not limited to, attorneys' fees.
