Indemnity by Xxxxxxx. Subject to clause 15.7, Xxxxxxx indemnifies the Bidder against, and must pay to the Bidder on demand an amount equal to, all Losses directly incurred or suffered by the Bidder Indemnified Persons arising out of or in connection with:
(a) any matter or circumstance that results in any of the Pushpay Warranties being untrue, inaccurate or misleading when given; or
(b) any breach of the Pushpay Undertakings.
Indemnity by Xxxxxxx. Xxxxxxx will indemnify Cognizant and its Affiliates and their officers, directors and employees (“Cognizant Indemnitees”) from claims of third parties that are not Affiliates of Xxxxxxx, and indemnify and hold the Cognizant Indemnitees harmless from and against resulting Losses, to the extent arising out of:
i.. any damage, loss or destruction of any real or tangible personal property of Cognizant or its Affiliates to the extent caused by the negligence or willful misconduct of Xxxxxxx;
ii.. the death or bodily injury of any employee of Cognizant or its Affiliate to the extent caused by the negligence or willful misconduct of Xxxxxxx;
iii.. Xxxxxxx’x material breach of its obligation to obtain, maintain or comply with any Required Consents, or pay any fee in respect thereof, for which Xxxxxxx is responsible as specified in the Agreement;
iv.. taxes, together with interest and penalties, assessed or imposed against Cognizant for which Xxxxxxx has responsibility pursuant to the terms set forth in Section 5.9 (Taxes) or
v.. any aspect of the employment of the employees of Xxxxxxx or its Affiliate, or the termination of such employment; including (i) a violation of law for the protection of persons or members of a protected class or category of persons by Xxxxxxx, including unlawful discrimination; (ii) work related injury or death, except as may be 34 4830-2082-6212v.8 207239136_2 LAW covered by Xxxxxxx'x workers' compensation plan; and (iii) any representations, oral or written, made by Xxxxxxx to such employees.
Indemnity by Xxxxxxx. Xxxxxxx agrees to indemnify, hold harmless and defend Consultant, its subsidiaries, and its affiliates, and their respective officers, directors, employees, independent contractors, consultants, and other agents (collectively, the “Consultant Parties”) from and against any and all Claims, actions, proceedings, liability, loss, damage, penalty, cost or expense (including reasonable attorney’s fees and cost of investigation arising from, resulting from, or connected to, the negligent or intentional acts or omissions of Neumora during the performance of Services under this Agreement.
Indemnity by Xxxxxxx. Grantee agrees, from and after the Effective Date, to defend, indemnify, protect, and hold harmless Grantor Parties, and each of them, from, regarding, and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, Environmental Response Actions (as defined in Section 17(c)(i), below), claims, losses, damages, fines, penalties, expenses, Environmental Response Costs (as defined in Section 17(c)(ii), below), and reasonable costs of any kind or nature whatsoever, together with reasonable fees (including, without limitation, reasonable attorneys' fees and experts' and consultants' fees), resulting directly from or in direct connection with the actual generation, storage, handling, transportation, use, presence, placement, migration, and/or release of Hazardous Materials (as defined in Section 17(c)(iii), below) associated with the use or occupancy of the Easement by Grantee, at, on, in, beneath, or from the Easement and occurring during the Term (sometimes herein collectively referred to as "Contamination"), except to the extent (i) caused by Grantor Parties, or any of them, during Grantor’s ownership of the Easement prior to the Effective Date, or (ii) caused by Grantor Parties or any of them during the Term. Xxxxxxx’s defense, indemnification, protection, and hold harmless obligations herein shall include, without limitation, the duty to respond to any governmental inquiry, investigation, claim, or demand regarding the Contamination, at Grantee’s sole cost.
Indemnity by Xxxxxxx. Grantor agrees, from and after the Effective Date, to defend, indemnify, protect, and hold harmless Grantee Parties and each of them, from, regarding and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, Environmental Response Actions, claims, losses, damages, fines, penalties, member expenses, Environmental Response Costs, and reasonable costs of any kind or nature whatsoever, together with reasonable fees (including, without limitation, reasonable attorneys' fees and experts' and consultants' fees), resulting from or in connection with the actual or claimed generation, storage, handling, transportation, use, presence, placement, migration and/or release of Hazardous Materials, at, on, in, beneath, or from the Easement or adjacent properties during Grantor’s ownership of the Easement prior to the Effective Date or caused by Grantor Parties or any of them, during the Term, (sometimes herein collectively referred to as "Other Contamination"). Grantor’s defense, indemnification, protection, and hold harmless obligations herein shall include, without limitation, the duty to respond to any governmental inquiry, investigation, claim, or demand regarding the Other Contamination, at Grantor’s sole cost. In any legal action, claim, or investigation in which Grantor asserts that it does not have an obligation to defend or indemnify Grantee because Grantor did not own the Easement at the time contamination occurred, the burden of proof shall be on Grantor to demonstrate that the contamination occurred during the time Grantor did not own the Easement.
Indemnity by Xxxxxxx. Xxxxxxx hereby agrees to indemnify, defend -------------------- and hold NHP and its affiliates, officers, directors, shareholders, employees, partners, agents and representatives (collectively, "NHP Indemnitees") harmless from any and all Liabilities suffered by any NHP Indemnitee (a) arising from the untruth of any of the warranties, representations or covenants of Xxxxxxx, or any entity constituting Xxxxxxx, herein or given pursuant hereto, (b) arising from Beverly's indemnification under Article 24 of the Leases for third party claims which arise from the possession, operation or management of the Facility by any party during the term of any Lease (prior to the effectiveness of the assignment thereof to NHP), and (c) Impositions that arise during the term of any Lease (prior to the effectiveness of the assignment of the Lease to NHP).
Indemnity by Xxxxxxx. Xxxxxxx shall indemnify Spinco and its directors, officers, employees, agents and subsidiaries against any and all Claims arising after the Effective Time in connection with or relating in any way to (A) the Retained Interests, (B) any joint venture agreements governing the Retained Interests or (C) any work, including exploration programs, conducted with respect to the Retained Interests after the Effective Time, except where any such Claim arises as a result of any matter referred to in Section 5.13. For greater certainty, this Section 5.14 shall not operate to limit in any way Section 3.3 or Section 5.13.
Indemnity by Xxxxxxx. Xxxxxxx shall indemnify and hold the Company harmless from and against any and all liabilities, claims, demands, damages, costs, expenses or money judgments (including attorneys' fees) incurred by or rendered against the Company or its Affiliates for personal injury, sickness, disease or death or other damages which arise out of:
(a) the intentional misconduct of Xxxxxxx with respect to its activities with respect to Finished Product; or
(b) The breach by Xxxxxxx of its warranties contained in Section 9.1 of this Agreement.
Indemnity by Xxxxxxx. Xxxxxxx hereby agrees to indemnify -------------------- Harry's, and each of its officers, directors, shareholders, employees, agents and counsel against, and to hold each of the foregoing harmless from, any and all losses, liabilities, costs, damages and expenses (including but not limited to reasonable attorneys' fees, including attorneys' fees necessary to enforce its rights to indemnification hereunder) arising from or resulting by reason of any material inaccuracy in any of the representations or warranties, or any breach of any of the covenants or agreements, made or to be performed by Xxxxxxx pursuant to this Agreement.
Indemnity by Xxxxxxx. In the event WSM shall, without fault on its part, be made or become a party to any suit, claim or demand directly as a result of any performance by WSM in connection with this Agreement, Xxxxxxx will defend, indemnify and hold WSM free and harmless from any and all claims, losses, damages, injuries, cost, including without limitation, court cost and reasonable attorney’s fees, or other liabilities, arising from or in connection with the execution of this Agreement.
