Mutual Indemnifications. Each party hereby agrees to defend, indemnify and hold harmless each other, and the other party’s affiliates, subsidiaries, employees, officers, directors, shareholders, attorneys and agents, from and against any and all losses, claims, liabilities, demands and expenses whatsoever, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in connection with any breach by the indemnifying party of its representations, warranties, covenants or obligations or any negligent or wrongful act of or by such party in the performance of its duties under this Agreement. All indemnities and obligations contained herein shall survive the expiration or termination of the Agreement. Each party agrees to provide the other party with prompt notice of any claim or suit within the scope of the indemnities contained in this Agreement, and to furnish all relevant facts in such party's possession or control, cooperate fully with the other party hereto in its defense of any such action, and not to settle any such matter without the other party's prior written consent, unless any such settlement contains an unconditional release from liability of the other party.
Mutual Indemnifications. The Optionor covenants and agrees with the Optionee, and the Optionee covenants and agrees with the Optionor (the Party so covenanting being referred to in this Section as the “Indemnifying Party”, and the other Party being referred to in this Section as the “Indemnified Party”) that the Indemnifying Party shall:
(a) be solely liable and responsible for any and all Claims which the Indemnified Party or any of its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, may suffer, sustain, pay or incur; and
(b) indemnify and save the Indemnified Party and its respective directors, shareholders, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, harmless from any and all Claims which may be brought against or suffered by such Persons or which they may sustain, pay or incur, as a result of, arising out of, attributable to or connected with any breach or non-fulfillment of any representation, warranty, covenant or agreement on the part of the Indemnifying Party under this Agreement or any misstatement or inaccuracy of or any other incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement or in any certificate or other document furnished by the Indemnifying Party pursuant to this Agreement.
Mutual Indemnifications. (a) Purchaser hereby agrees to indemnify and hold Seller, Trustee and Indemnitors harmless from and against any and all loss, cost, liability, damage, claim or expense (including reasonable attorneys' fees) in connection with, arising out of or in any way related to: (i) Purchaser's representations and warranties set forth in this Contract; and (ii) any liability under this Contract first arising and accruing after the Closing Date and relating to the ownership, operation, management and maintenance of the Property. Notwithstanding the foregoing, the Purchaser's liability under this Section 31(a) shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000), except for: (i) liability arising out of a fraudulent representation or warranty on the part of the Purchaser and liability arising out of Purchaser's indemnity under Section 29(e), in which events there shall no limit on the amount of the Purchaser's liability.
(b) Indemnitors hereby agree to indemnify and hold Purchaser harmless from and against any and all loss, cost, liability, damage, claim or expense (including reasonable attorneys' fees) in connection with, arising out of or in any way related to: (i) Indemnitors' representations, warranties and covenants set forth in this Contract; and (ii) the ownership, operation, management and maintenance of the Property prior to the Closing Date. Notwithstanding the foregoing, except in the case of a Fraud Claim(s), the XXXX Restriction Indemnity or a breach of the Entity Warranties, the Indemnitors' liability under this Section 31 shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000) in the aggregate (with the separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the overall aggregate liability). In the case of a Fraud Claim(s), a breach of the Entity Warranties, or the XXXX Restriction Indemnity, there shall be no limit on the amount of Indemnitors' liability other than a separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the aggregate liability for the Fraud Claim(s), breach of the Entity Warranties or the XXXX Restriction Indemnity.
(c) Notwithstanding any other provision herein to the contrary, in the event of a loss or claim of any kind or nature by a party entitled to indemnification pursuant to this Section 31 (the "Indemnitee") which loss or claim is covered by insurance maintained by the Indemnitee, then the Indemnitee shall look first to its insurance coverage for recovery and di...
Mutual Indemnifications. (a) From and after the Closing until expiration of the Survival Period, Seller shall indemnify Purchaser and defend and hold Purchaser harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, resulting from any misrepresentation or breach of warranty by Seller in this Agreement or in any document, certificate, or exhibit given or delivered by Seller pursuant to or in connection with this Agreement; provided however, that Seller’s liability following the Closing for any misrepresentation or breach of warranty by Seller in this Agreement or in any document, certificate, or exhibit given or delivered by Seller pursuant to or in connection with this Agreement shall not exceed the Claim Cap; provided, further, that in no event shall Seller have any liability for any such breach regarding which Purchaser had actual knowledge prior to the Closing).
(b) From and after the Closing until expiration of the Survival Period, Purchaser shall indemnify Seller and defend and hold Seller harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, resulting from any misrepresentation or breach of warranty made by Purchaser in this Agreement or in any document, certificate, or exhibit given or delivered by Purchaser pursuant to or in connection with this Agreement; provided, however, that Purchaser’s liability following the Closing for any misrepresentation or breach of warranty by Purchaser in this Agreement or in any document, certificate, or exhibit given or delivered by Purchaser pursuant to or in connection with this Agreement shall not exceed the Claim Cap.
(c) Seller shall indemnify Purchaser and defend and hold Purchaser harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, asserted against, incurred or suffered by Purchaser and related to its ownership of the Membership Interests (including, without limitation, those resulting from any personal injury or property damage occurring in, on or about the Property or relating thereto) and occurring during any period in which Seller or its affiliates owned the Company, from any cause whatsoever other than as a consequence of the acts or omissions of Purchaser, its agents, employees or contractors; provided, however, that any claim agains...
Mutual Indemnifications. Each party shall be responsible for, and shall indemnify the other and hold it harmless from and against any loss, damage, or expense (including, without limitation, any loss, damage, or expense related to enforcement by the party of its property rights against third parties and reasonable attorneys' fees) incurred by the other as a result of any failure by the party, its employees or agents to maintain the confidentiality of the proprietary rights of the other party disclosed in connection with this Agreement and described above, in the manner herein provided, without regard to whether such employees or agents are acting under or contrary to the parties instructions or their contractual, employment or agency relationship with the party has been terminated.
Mutual Indemnifications. Except as otherwise expressly ------------ ----------------------- provided in this Lease to the contrary, Landlord shall not be liable to Tenant, its agents or employees, for any damage to persons or property caused by an act, omission or neglect of Tenant, and Tenant agrees to indemnify and hold Landlord harmless from all liability and claims for any such damage. Except as otherwise expressly provided in this Lease to the contrary, Tenant shall not be liable to Landlord, its agents and employees, for any damage to persons or property caused by any act, omission or neglect of Landlord, and Landlord agrees to indemnify and hold Tenant harmless from all claims for such damage.
Mutual Indemnifications. Assignor hereby agrees to indemnify Assignee, hold it harmless, defend and protect it from and against any and all claims, demands, damages, losses, liabilities, liens, lawsuits and other proceedings, together with all costs and expenses thereof (including, without limitation, reasonable attorneys fees and court costs) arising from or connected with any act or omission with respect to the Guarantee occurring prior to the effective date of this Agreement. Assignee hereby agrees to indemnify Assignor, hold him harmless, defend and protect him from and against any and all claims, demands, damages, losses, liabilities, liens, lawsuits and other proceedings, together with all costs and expenses thereof (including, without limitation, reasonable attorney's fees and court costs) arising from or connected with any act or omission with respect to the Guarantee occurring after the effective date of this Agreement.
Mutual Indemnifications. Each Party shall indemnify, defend and hold harmless the other Party and their respective Affiliates, officers, directors, employees, successors and assigns, from and against all Losses arising from death of or injury to any agent, employee, invitee, visitor or other person or to such Party’s personal or real property to the extent caused by the fault or negligence or willful misconduct of the Indemnitor, or its respective agents, employees, contractors or customers.
Mutual Indemnifications. To the extent permitted by law, each Party agrees to indemnify and hold harmless the other parties, their officers, employees and insurers, from and against all liability, claims and demands arising out of the operation and maintenance of the Gage that are not shown to be caused by the negligence or unlawful conduct of the Party invoking indemnification. To the extent permitted by law, each Party agrees to investigate, handle, respond to, and to provide defense for and defend against any such liability, claims or demands at their expense, or, at the option of the other parties, agree to pay the other parties for the defense costs incurred by the other parties in connection with any such liability, claims or demands. To the extent permitted by law, each Party agrees to bear all other costs and expenses related thereto, including court costs and attorney fees, whether or not any such liability, claims or demands alleged are groundless, false or fraudulent. The Parties agree that this shall not to be construed as a contractual waiver of any immunities or defenses provided by the Colorado Governmental Immunity Act, C.R.S. § 00-00-000 et seq.
Mutual Indemnifications. 17.3.1 Subject to Clause 17.6, Buyer shall indemnify Seller against, and hold Seller harmless from, at all times after the date hereof, any and all losses, and any and all actions, claims and demands in respect of such losses, incurred, suffered, sustained, or required to be paid, directly or indirectly, by, or sought to be imposed upon, Seller for personal injury or death to persons or damage to property arising out of the negligent or intentional acts or omissions of Buyer in connection with this Agreement or relating to electrical energy at and after delivery at the Delivery Point.
17.3.2 Subject to Clause 17.6, Seller shall indemnify Buyer against, and hold Buyer harmless from, at all times after the date hereof, any and all losses, and any and all actions, claims and demands in respect of such losses, incurred, suffered, sustained, or required to be paid, directly or indirectly, by, or sought to be imposed upon, Buyer for personal injury or death to persons or damage to property arising out of the negligent or intentional acts or omissions of Seller or breach of representations and warranties by Seller in connection with this Agreement or relating to electrical energy on Seller’s side of the Delivery Point.
