Common use of Mutual General Indemnity Clause in Contracts

Mutual General Indemnity. Subject to the limitations in Sections 9.2 of this Agreement and the conditions set forth in Section 9.3 of this Agreement, each Indemnifying Party shall indemnify, defend, and hold the applicable Indemnified Parties harmless from and against any and all claims (including, without limitation, any and all third party claims against such Indemnified Party and damages resulting therefrom), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable and documented attorneys’ fees (collectively, “Losses”), incurred by such Indemnified Parties that arise out of or relate to the Indemnifying Party’s obligations under this Agreement; provided, however, that except in the case of an Indemnifying Party’s gross negligence, willful misconduct, or fraud, no Indemnified Party shall be entitled to indemnification under this Section 9 to the extent that such breach or failure occurred as a result of or in connection with the gross negligence, willful misconduct or fraud of an Indemnified Party, any failure of any representation or warranty made by an Indemnified Party in or pursuant to this Agreement to be true and correct, the non-fulfillment or non-performance of any covenant, obligation, or other agreement of an Indemnified Party contained in this Agreement, or the failure by an Indemnified Party to comply with Requirements of Law in accordance with the terms of this Agreement. For the avoidance of doubt, and without in any way limiting the foregoing, an Indemnifying Party shall reimburse each Indemnified Party for all costs incurred by them resulting from third party investigation of the acts and practices of the Indemnifying Party, its subsidiaries, and/or Affiliates, including, without limitation, expenses related to compliance with any third party subpoena or with any other discovery proceeding.

Mutual General Indemnity. Subject to To the limitations in Sections 9.2 of this Agreement maximum extent permitted by Law, each Party hereto (the “Indemnifying Party”) shall indemnify and hold harmless the other Party (the “Indemnified Party”) and the conditions set forth in Section 9.3 directors, officers, shareholders, partners, agents and employees of this Agreementsuch other Party (collectively, each Indemnifying Party shall indemnify, defend, and hold the applicable “Indemnified Parties harmless Parties”) (a) from and against any and all claims (including, without limitation, any and all third third-party claims against such Indemnified Party for (i) all loss, damage, expense and damages liability (including court costs and reasonable attorney’s fees) resulting therefrom), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costsfrom injury to or death of persons, and expenses including(ii) damage to or loss of real or personal property, without limitation, reasonable and documented attorneys’ fees (collectively, “Losses”), incurred by such Indemnified Parties that arise out of or relate to the Indemnifying Party’s obligations under this Agreement; provided, however, that except in the either case of an Indemnifying Party’s gross negligence, willful misconduct, or fraud, no Indemnified Party shall be entitled to indemnification under this Section 9 to the extent that such breach caused by or failure occurred as a result of or in connection with the gross negligence, willful misconduct or fraud of an Indemnified Party, any failure of any representation or warranty made by an Indemnified Party in or pursuant to this Agreement to be true and correct, the non-fulfillment or non-performance of any covenant, obligation, or other agreement of an Indemnified Party contained in this Agreement, or the failure by an Indemnified Party to comply with Requirements of Law in accordance with the terms of this Agreement. For the avoidance of doubt, and without in any way limiting the foregoing, an Indemnifying Party shall reimburse each Indemnified Party for all costs incurred by them resulting from third party investigation arising out of the negligent acts and practices or omissions of the Indemnifying Party, its subsidiaries(b) in the case of Seller as the Indemnified Party, and/or Affiliatesfrom and against any losses, includingdamages, without limitationclaims, expenses related or liabilities arising due to compliance with the cancellation, termination, revocation, recapture, or recall of the XXXX Xxxxx caused by any third party subpoena Purchaser; and (c) in the case of Purchaser(s) as the Indemnified Party, from and against any losses, damages, claims, expenses or with liabilities arising due to the cancellation, termination, revocation, recapture, or recall of the XXXX Xxxxx caused by the gross negligence, intentional misconduct or fraud of Seller. The Regional Partners’ covenant to indemnify (a) shall not be deemed a waiver of sovereign immunity under the Colorado Governmental Immunity Act (the “Act”), and (b) shall only be effective to the extent of the limits of the Act as set forth in C.R.S. Section 00-00-000, as those may be amended from time to time. The Parties acknowledge that a purported indemnification by any other discovery proceedingPurchaser may violate the state constitution and be an ultra xxxxx act.