Common use of Remedies and Indemnification Clause in Contracts

Remedies and Indemnification. From and after the Closing Date, to the fullest extent permitted by law, the Company (the “Indemnitor”) shall hold harmless, indemnify and defend each Holder, its Affiliates and each of its and their respective directors, officers, partners, members, managers, stockholders, employees and agents (collectively, the “Indemnified Parties”) from and against, and shall pay to the Indemnified Parties the amount of, any and all liabilities, costs, expenses, liabilities, losses, damages and penalties which may be incurred by, imposed on, or asserted against, any Indemnified Party in connection with or arising or resulting from any breach of any representation, warranty, covenant or agreement of the Company or DSHC set forth in this Agreement or in any certificate delivered pursuant to Section 5.1(g) (the “Indemnified Liabilities”). Each Indemnified Party shall give the Indemnitor prompt written notice of any claim asserted in writing against such Indemnified Party that would reasonably be expected to give rise to Indemnified Liabilities setting forth a description of the nature and basis of such claim of which such Indemnified Party has knowledge; provided, however, that any delay or failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is materially prejudiced by such delay or failure. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided, however, that the Indemnitor will not settle any such claim without (i) the appropriate Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld or delayed, or (ii) obtaining an unconditional release of the appropriate Indemnified Party from all claims arising out of the claim with no admission of wrongdoing by the appropriate Indemnified Party). Notwithstanding the foregoing, the Indemnitor shall not be entitled to control the defense of any claim in the event that based upon the advice of counsel for the Indemnified Party, there are one or more material defenses available to the Indemnified Party which are not available to the Indemnitor; provided, however, that with respect to any claim as to which the Indemnified Party is controlling the defense, the Indemnitor will not be liable to any Indemnified Party for any settlement of any claim pursuant to this Section 4.5 that is effected without its prior written consent. In no event shall the Indemnitor be required to pay the fees and expenses for more than one counsel for all Indemnified Parties.

Remedies and Indemnification. From 11.1 Should any Goods provided by Supplier fail to meet any requirement of these Terms and/or conditions of the Order, Buyer shall notify Supplier and after Supplier shall reimburse Buyer for any incidental, direct, consequential and indirect damages caused by the Closing Datenonconforming Goods, including costs, expenses and losses incurred by Buyer relating thereto, including those occasioned by or arising out of any action to issue a service campaign or recall any vehicle, Goods, or any product into which Goods have been incorporated. If requested by Xxxxx, Supplier shall, at Supplier’s sole expense, administer and process warranty charge-backs for nonconforming Goods in accordance with Buyer’s directions. 11.2 To the fullest extent permitted by law, the Company (the “Indemnitor”) shall Supplier will indemnify, defend and hold harmlessBuyer and its affiliates and subsidiar- ies, indemnify as well as Buyer’s direct and defend each Holderindirect customers, its Affiliates and each of its and their respective directors, officers, partners, members, managers, stockholders, employees and agents (collectively, the “Indemnified Parties”) from and against, and shall pay to the Indemnified Parties the amount of, any and harmless against all liabilities, costs, expenses, liabilities, lossesdamages, damages claims, losses and penalties which may be incurred by, imposed onexpenses (including but not limited to legal expenses and attorney fees) that are related in any way or arise from nonconforming Goods, or asserted againstfrom any negligent or wrongful act or omission of Supplier or Supplier’s agents, employees, subcontractors, or any Indemnified Party in breach or failure by Supplier to comply with the Order and any Terms. 11.3 In connection with the Goods or arising otherwise, if Supplier’s employees, agents, sub-contractors or resulting from any breach of any representation, warranty, covenant other representatives (“Supplier’s Agents”) are on or agreement of the Company or DSHC set forth in this Agreement or in any certificate delivered pursuant to Section 5.1(g) (the “Indemnified Liabilities”). Each Indemnified Party shall give the Indemnitor prompt written notice of any claim asserted in writing against such Indemnified Party that would reasonably be expected to give rise to Indemnified Liabilities setting forth a description of the nature and basis of such claim of which such Indemnified Party has knowledge; provided, however, that any delay or failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is materially prejudiced by such delay or failure. The Indemnitor shall have the right present at any time during which such claim is pending to select counsel to defend premises of Buyer, Supplier shall be and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder the acts and omissions of Supplier’s Agents within or about Buyer’s premises and agrees to indemnify, defend and hold Buyer harm- less against all costs, liabilities, damages, losses and expenses (providedincluding but not limited to court costs and legal ex- penses) for damage to property or injury or death to persons arising out of Supplier’s or its Agents’ work on the Buyer’s premises, howeverexcept to the extent caused by Xxxxx’s sole negligence. 11.4 Buyer’s input into the design, that the Indemnitor drawing, material, process or specifications for any or all Goods, or any approval thereof, will not settle relieve Supplier of its obligations under this Section 11. § 12: Designation of Goods; Publications 12.1 Supplier shall mark the Goods as required by Xxxxx. 12.2 Neither of the parties shall use any of the other party’s proprietary names, logos, trade names, trademarks or service marks without the prior written consent of the party, which owns or controls such claim without (i) the appropriate Indemnified Partyproprietary names or trademarks. 12.3 Without Buyer’s prior written consent, which consent Supplier shall not be unreasonably withheld publish in any manner through any marketing or delayedother me- dium that Supplier has contracted with or has been supplying Goods to Buyer, or (ii) obtaining an unconditional release of the appropriate Indemnified Party from all claims arising out of the claim with no admission of wrongdoing unless such publication is required by the appropriate Indemnified Party). Notwithstanding the foregoing, the Indemnitor shall not be entitled to control the defense of any claim in the event that based upon the advice of counsel for the Indemnified Party, there are one or more material defenses available to the Indemnified Party which are not available to the Indemnitor; provided, however, that with respect to any claim as to which the Indemnified Party is controlling the defense, the Indemnitor will not be liable to any Indemnified Party for any settlement of any claim pursuant to this Section 4.5 that is effected without its prior written consent. In no event shall the Indemnitor be required to pay the fees and expenses for more than one counsel for all Indemnified Partiesmandatory law.

Remedies and Indemnification. From In the event that Potential Investor and/or any Related Party fails to comply with the terms and after the Closing Dateconditions of this Agreement, Potential Investor and such Related Party may be liable to the fullest extent permitted Owner and/or HFF for such breach, Owner and/or HFF shall be entitled to exercise any right, power, or remedy available at law or in equity for such breach. Without prejudice to any other rights or remedies that Owner and/or HFF may have with respect to any breach by lawPotential Investor and/or any Related Party, the Company (the “Indemnitor”) shall hold harmless, indemnify and defend each Holder, its Affiliates and each Potential Investor on behalf of its and their respective directorsany Related Party, officershereby acknowledges and agrees that (a) damages may not be an adequate remedy for any breach of the terms of this Agreement by Potential Investor and/or any Related Party, partners(b) it is not aware of and will not seek to advance any reason why Owner and/or HFF should not be entitled to the remedies of injunction, membersspecific performance and other equitable relief for any threatened or actual breach of the terms of this Agreement by Potential Investor and/or any any Related Party, managers, stockholders, employees (c) Owner and/or HFF shall not be required to post any bond or other security in order to obtain the foregoing remedies and agents (collectivelyrelief, the “Indemnified Parties”requirements of which, if any, are hereby waived and released by Potential Investor on behalf of itself and the Related Parties and (d) no proof of special damages shall be necessary for the enforcement of the terms of this Agreement. Further, nothing in this Agreement shall be construed to limit any other remedies available to Owner under this Agreement, at law or in equity, including Owner’s right to pursure monetary damages, including consequential and special damages, on account of any such breach. Potential Investor hereby agrees to indemnify and hold harmless Owner, HFF and the Owner/HFF Related Parties from and against, and shall pay to the Indemnified Parties the amount of, against any and all liabilitieslosses, damages, costs, expensesexpenses (including, liabilitiesbut not limited to, lossesreasonable attorneys' fees and court costs), damages claims, liabilities and penalties which may be obligations suffered or incurred by, imposed on, or asserted against, against such parties by reason of a breach by Potential Investor or any Indemnified Party in connection with or arising or resulting from any breach of its Related Parties of any representationof Potential Investor’s covenants, warranty, covenant agreements or agreement of the Company or DSHC obligations set forth in this Agreement or in any certificate delivered pursuant to Section 5.1(g) (the “Indemnified Liabilities”). Each Indemnified Party shall give the Indemnitor prompt written notice of any claim asserted in writing against such Indemnified Party that would reasonably be expected to give rise to Indemnified Liabilities setting forth a description of the nature and basis of such claim of which such Indemnified Party has knowledge; provided, however, that any delay or failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is materially prejudiced by such delay or failure. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided, however, that the Indemnitor will not settle any such claim without (i) the appropriate Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld or delayed, or (ii) obtaining an unconditional release of the appropriate Indemnified Party from all claims arising out of the claim with no admission of wrongdoing by the appropriate Indemnified Party). Notwithstanding the foregoing, the Indemnitor shall not be entitled to control the defense of any claim in the event that based upon the advice of counsel for the Indemnified Party, there are one or more material defenses available to the Indemnified Party which are not available to the Indemnitor; provided, however, that with respect to any claim as to which the Indemnified Party is controlling the defense, the Indemnitor will not be liable to any Indemnified Party for any settlement of any claim pursuant to this Section 4.5 that is effected without its prior written consent. In no event shall the Indemnitor be required to pay the fees and expenses for more than one counsel for all Indemnified PartiesAgreement.

Remedies and Indemnification. From 11.1 Should any Goods provided by Supplier fail to meet any requirement of these Terms and/or conditions of the Order, Buyer shall notify Supplier and after Supplier shall reimburse Buyer for any incidental, direct, consequential and indirect damages caused by the Closing Datenonconforming Goods, including costs, expenses and losses incurred by Buyer relating thereto, including those occasioned by or arising out of any ac tion to issue a service campaign or recall any vehicle, Goods, or any product into which Goods have been incorporated. If requested by Buyer, Supplier shall, at Supplier’s sole expense, administer and process warranty charge -backs for nonconforming Goods in accordance with Buyer’s directions. 11.2 To the fullest extent permitted by law, the Company (the “Indemnitor”) shall Supplier will indemnify, defend and hold harmlessBuyer and its affiliates and subsidiaries, indemnify as well as Buyer’s direct and defend each Holderindirect customers, its Affiliates and each of its and their respective directors, officers, partners, members, managers, stockholders, employees and agents (collectively, the “Indemnified Parties”) from and against, and shall pay to the Indemnified Parties the amount of, any and harmless against all liabilities, costs, expenses, liabilities, lossesdamages, damages claims, losses and penalties which may be incurred by, imposed onexpenses (including but not limited to legal expenses and attorney fees) that are related in any way or arise from nonconforming Goods, or asserted againstfrom any negligent or wrongful act or omission of Supplier or Supplier’s agents, emplo yees, subcontractors, or any Indemnified Party in breach or failure by Supplier to comply with the Order and any Terms. 11.3 In connection with the Goods or arising otherwise, if Supplier’s employees, agents, sub -contractors or resulting from any breach of any representation, warranty, covenant other representatives (“Supplier’s Agents”) are on or agreement of the Company or DSHC set forth in this Agreement or in any certificate delivered pursuant to Section 5.1(g) (the “Indemnified Liabilities”). Each Indemnified Party shall give the Indemnitor prompt written notice of any claim asserted in writing against such Indemnified Party that would reasonably be expected to give rise to Indemnified Liabilities setting forth a description of the nature and basis of such claim of which such Indemnified Party has knowledge; provided, however, that any delay or failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is materially prejudiced by such delay or failure. The Indemnitor shall have the right pr esent at any time during which such claim is pending to select counsel to defend premises of Buyer, Supplier shall be and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder the acts and omissions of Supplier’s Agents within or about Buyer’s premises and agrees to indemnify, defend and hold Buyer harmless against all costs, liabilities, damages, losses and expenses (provided, however, that the Indemnitor will including but not settle any such claim without (ilimited to court costs and legal expenses) the appropriate Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld for damage to property or delayed, injury or (ii) obtaining an unconditional release of the appropriate Indemnified Party from all claims death to persons arising out of Supplier’s or its Agents’ work on the claim with no admission of wrongdoing by the appropriate Indemnified Party). Notwithstanding the foregoingBuyer’s premises, the Indemnitor shall not be entitled to control the defense of any claim in the event that based upon the advice of counsel for the Indemnified Party, there are one or more material defenses available except to the Indemnified Party which are not available to extent caused by Buyer’s sole negligence. 11.4 Buyer’s input into the Indemnitor; provideddesign, howeverdrawing, that with respect to material, process or spec ifications for any claim as to which the Indemnified Party is controlling the defenseor all Goods, the Indemnitor or any approval thereof, will not be liable to any Indemnified Party for any settlement relieve Supplier of any claim pursuant to its obligations under this Section 4.5 that is effected without its prior written consent. In no event shall the Indemnitor be required to pay the fees and expenses for more than one counsel for all Indemnified Parties11.

Remedies and Indemnification. From 11.1 If the Goods are not delivered or performed on or by the date they are due, do not comply with the undertakings set out in these Conditions or are defective in any other way, or if our evaluation of the Contractor’s performance suggests that the Contractor will not or will not be able to deliver the Goods on or by the date they are due, then, without limiting any of our other rights or remedies, we shall have the right to any one or more of the following remedies, whether or not we have accepted the Goods: (a) to terminate the Contract; (b) to reject the Goods (in whole or in part) and after return them to the Closing DateContractor at the Contractor’s own risk and expense; (c) to require the Contractor, at its own expense, to rework, repair or replace the fullest extent permitted rejected Goods; (d) to require the Contractor to provide a full refund of the rejected Goods, if payment has already been made; (e) to recover from the Contractor any costs incurred by lawus in obtaining substitute Goods from a third party or having the defect remedied (whether by ourselves or a third party); and (f) to claim damages for any other costs, loss or expenses incurred by us which are directly or indirectly attributable to the Company (Contractor’s failure to carry out its obligations under the “Indemnitor”) Contract. 11.2 The Contractor shall fully indemnify, defend and hold harmlessharmless us, indemnify and defend each Holder, its our Affiliates and each of its and their the respective directors, officers, partners, members, managers, stockholders, officers and employees and agents of any of the foregoing entities (collectively, collectively the “Indemnified Parties”) from and againstagainst all claims, and shall pay to the Indemnified Parties the amount ofdemands, any and all liabilities, costs, expenses, liabilities, losses, damages and losses (whether direct or indirect), including any interest, penalties which may be incurred byand legal and other professional fees and expenses, imposed on, or asserted awarded against, incurred and/or paid by the Indemnified Parties as a result or in connection with: (a) any Indemnified Party claim for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the supply or arising or resulting from any breach of any representation, warranty, covenant or agreement use of the Company or DSHC set forth in this Agreement or in any certificate delivered pursuant to Section 5.1(gGoods; (b) (the “Indemnified Liabilities”). Each Indemnified Party shall give the Indemnitor prompt written notice of any claim asserted in writing against such Indemnified Party that would reasonably be expected to give rise to Indemnified Liabilities setting forth a description of the nature and basis of such claim of which such Indemnified Party has knowledge; provided, however, that any delay or failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is materially prejudiced by such delay or failure. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided, however, that the Indemnitor will not settle any such claim without (i) the appropriate Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld or delayed, or (ii) obtaining an unconditional release of the appropriate Indemnified Party from all claims arising out of or in connection with the supply or use of the Goods, to the extent that such claim with no admission arises out of wrongdoing the breach, negligent performance, failure or delay in performance of the Contract by the appropriate Indemnified Party). Notwithstanding the foregoing, the Indemnitor shall not be entitled to control the defense of Contractor or Contractor Personnel; and (c) any claim for death, personal injury or damage to property arising out of or in connection with defects in the event that based upon Goods and/or during the advice of counsel for the Indemnified PartyActivities, there are one or more material defenses available to the Indemnified Party which are not available extent attributable to the Indemnitor; provided, however, that with respect to any claim as to which acts or omissions of the Indemnified Party is controlling the defense, the Indemnitor will not be liable to any Indemnified Party for any settlement of any claim pursuant to this Section 4.5 that is effected without its prior written consent. In no event shall the Indemnitor be required to pay the fees and expenses for more than one counsel for all Indemnified PartiesContractor or Contractor Personnel.

Remedies and Indemnification. From (a) Except as otherwise provided in this Section 7.2(a) and after the Closing Datesubject to Section 10.12, prior to the fullest extent permitted by lawClosing, the Company (the “Indemnitor”) shall hold harmless, indemnify WD Parties' and defend each Holder, its Affiliates Starwood's sole recourse with respect to any non-wilful material and each of its and their respective directors, officers, partners, members, managers, stockholders, employees and agents (collectively, the “Indemnified Parties”) from and against, and shall pay to the Indemnified Parties the amount of, any and all liabilities, costs, expenses, liabilities, losses, damages and penalties which may be incurred by, imposed on, or asserted against, any Indemnified Party in connection with or arising or resulting from any adverse breach of any representation, warranty, agreement or covenant or agreement of the Company or DSHC set forth contained in this Agreement or in any certificate delivered by either Party with respect thereto in connection with the Closing such that it would represent a Material Adverse Effect on the Company, WD Parent or WD Acquisition shall be to terminate this Agreement without any liability or obligation on the part of the breaching Party; provided that, if the breach is curable, the breaching Party shall use its reasonable best efforts to cure any such breach within 30 days after notification thereof (the "Cure Period"); and further provided that if such breach is not curable (in which case the Cure Period shall be considered to be waived) or has not been cured within the Cure Period, the Parties hereby agree to negotiate in good faith an appropriate modification of the Merger Consideration so as to reasonably compensate the non-breaching Party for the other Party's breach (the "Negotiations"). The Negotiations shall begin immediately following the end of the Cure Period and continue in good faith for a period of 30 days. If the Negotiations have been successfully resolved, the Merger Consideration shall be modified to reflect such Negotiations (a "Merger Consideration Adjustment") and, if the Negotiations have not been successfully resolved (a "Failed Negotiation"), the non-breaching Party may waive the breach or terminate this Agreement pursuant to the provisions of Section 5.1(g) (the “Indemnified Liabilities”6.1(d). Each Indemnified Party shall give the Indemnitor prompt written notice of any claim asserted , provided that such party has negotiated in writing against such Indemnified Party that would reasonably be expected to give rise to Indemnified Liabilities setting forth a description of the nature and basis of such claim of which such Indemnified Party has knowledge; provided, however, that any delay or failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is materially prejudiced by such delay or failure. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided, however, that the Indemnitor will not settle any such claim without (i) the appropriate Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld or delayed, or (ii) obtaining an unconditional release of the appropriate Indemnified Party from all claims arising out of the claim with no admission of wrongdoing by the appropriate Indemnified Party)good faith as required hereunder. Notwithstanding the foregoing, the Indemnitor WD Parties shall have no right to terminate this Agreement or to any other recourse in respect of any breach of which the Specified VNU Persons had Actual VNU Knowledge at the time of the execution of this Agreement, it being understood that Starwood shall have the burden of proving that the Specified VNU Persons had Actual VNU Knowledge. As used herein, the "Specified VNU Persons" means the members of VNU's executive board, Rein Goedkoop and Michxxx X. xx Xxxx, xxd "Actual VNU Knowledge" means the actual (and not constructive or deemed) knowledge of the VNU Specified Persons, it being understood that the Specified VNU Persons shall not be entitled deemed to control the defense of any claim in the event that have actual knowledge based upon the advice knowledge of counsel for other representatives of VNU or its advisors and consultants. Notwithstanding the Indemnified Partyforegoing, there are one or more material defenses available prior to the Indemnified Closing, each party shall be entitled to obtain specific performance pursuant to Section 10.12, and each Party which are not available to the Indemnitor; provided, however, that with respect to any claim as to which the Indemnified Party is controlling the defense, the Indemnitor will not shall be liable to any Indemnified the other Party for any settlement such non-breaching Party's Losses for all wilful material and adverse breaches of any claim pursuant representations, warranties, covenants and agreements herein by the breaching Party to this Section 4.5 the extent under such breaching Party's control; provided that is effected without its prior written consent. In no event each Party's sole liability for wilful breaches of representations and warranties shall be the Indemnitor be required obligation to pay reimburse the fees other Parties' reasonable fees, costs and expenses for more than one counsel for all Indemnified Partiesincurred in connection with this Agreement and the transactions contemplated hereby.