Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on:
(i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents;
(ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and
(iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.
Parent Indemnity. Except for Subsidiary's obligation to pay rent under ---------------- paragraph 4 above, Parent agrees to indemnify, defend and hold harmless Subsidiary and all of its officers, directors, employees and agents from and against all claims, suits, actions, demands, damages, obligations, liabilities, costs, taxes and expenses (including attorney's fees) arising prior to the Sublease term under the Lease or from any act or omission or real property damage or injury to or death of any person on or in or to the Subleased Real Property occurring prior to the Sublease term.
Parent Indemnity. Parent agrees to indemnify and hold harmless Seller and its affiliates and their respective directors, officers, partners, members, employees, agents, and representatives (each, a “Reckson Party”) from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments, penalties and taxes (collectively, “Losses”) arising or resulting from, or suffered or incurred by any Reckson Party, in connection with the transactions contemplated by this Agreement (which indemnification shall survive the Closing or other termination of this Agreement), including any Losses resulting, directly or indirectly, from (i) Seller’s exercise of the Call Option (including as a result of any breach by Purchaser of Section 32(c) hereof, or casualty or other damage to the Property during the period from the Closing through the consummation of the Call Option) pursuant to Section 32 hereof (as defined therein), and (ii) any assignment by Purchaser of this Agreement or the Membership Interests. Without limiting the generality of the foregoing, such indemnification obligation shall include any and all Losses incurred by any Reckson Party, or for which any Reckson Party may be liable, in the event that exercise of the Call Option pursuant to Section 32 hereof is not given full effect by any taxing authority as a rescission, including but not limited to the imposition of corporate level tax on Reckson and/or the payment of any deficiency dividend (within the meaning of Section 860(a) of the Code) by Reckson, in each case, as a result, directly or indirectly, of the transactions contemplated by this Agreement (provided that in the event of a payment of a deficiency dividend by Reckson, there shall be no “gross up” of the Loss to reflect any further distribution paid by Reckson in respect of the related indemnity payment). If Parent is obligated to make an indemnity payment to Reckson (or the Operating Partnership) pursuant to this Agreement, Parent shall deposit the amount of such indemnity payment into an escrow. The provisions of Section 7.6 of the Merger Agreement shall apply, mutatis mutandis, with respect to such escrow, provided that (i) Parent shall also be a party to the escrow agreement, and (ii) the escrow agreement shall provide that Purchaser will be treated as the tax owner of all funds held in escrow and any income thereon.
Parent Indemnity. Company hereby agrees to the following indemnity provisions (the “Parent Indemnity”), which shall be in addition to, and not in limitation of, Company’s other obligations under the Agreement:
Parent Indemnity. In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, Parent shall indemnify, defend and hold harmless SpinCo, its Subsidiaries and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities relating to, arising out of or resulting from the sale, delivery or provision of any Services provided by Parent hereunder, but only to the extent that such Liability relates to, arises out of or results from Parent’s gross negligence, willful misconduct or fraud.
Parent Indemnity. Subject to the provisions of Sections 6.1 and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders and each Shareholder's heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on:
(a) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents;
(b) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents;
(c) any failure by the Surviving Corporation to satisfy the Terminated Obligations pursuant to Section 4.5 of this Agreement and to secure the release of any personal guarantees issued by any Shareholder; and
(d) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.
Parent Indemnity. Subject to the provisions of Sections 5.1 and 5.3, Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of Parent or the failure by Parent to perform any obligation of Parent contained herein or in the Parent Related Documents;
Parent Indemnity. Subject to the provisions of Sections 5.1 ---------------- and 5.3, Parent shall indemnify, save and hold harmless the Stockholders and the Stockholders' heirs, legal representatives, successors and assigns from and against any damages, liabilities, losses, claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs including reasonable attorneys' fees and court costs (collectively, "Losses") arising from, out of or in any manner connected with or based on:
(i) any breach of any covenant of Parent or the failure by Parent to perform any obligation of Parent contained herein or in the Parent Related Documents;
(ii) any inaccuracy in or breach of any representation or warranty of Parent contained herein or in the Parent Related Documents; and
(iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the date hereof and involving or relating to the assets, properties, businesses or operations of the Companies; provided, however, that clause (iii) shall not apply to any Losses to the extent that such Losses result from the Stockholder's acts or omissions after the date hereof as an officer, director and/or employee of Parent or either Company and/or any other affiliate of Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 5.2.1.
Parent Indemnity. Parent agrees, notwithstanding any termination of this Agreement, to indemnify and hold harmless the Seller, the Affiliates, officers, directors, agents members, managers and employees of Seller and each Person who controls the Seller (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable Law, from and against any and all Losses, as incurred, that arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement as originally filed or any amendment thereto, or any preliminary, final or summary prospectus included in the Shelf Registration Statement or in any amendment or supplement thereto, or arising out of or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, that such Loss arises (i) out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Parent by or on behalf of the Seller specifically for inclusion therein including, without limitation, any notice and questionnaire, or (ii) out of sales of Parent Securities made during a suspension period after notice is given pursuant to Section 8.24(d) hereof.
Parent Indemnity. Lender shall have received a Parent Indemnity, dated the date hereof, duly executed by the Parent.
