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 (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 not be entitled have no right to control the defense terminate this Agreement or to any other recourse in respect of any claim in the event that based upon the advice breach 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 Specified VNU Persons had Actual VNU Knowledge at the defensetime 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 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 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.