The Company’s Indemnity. SUBJECT TO SECTION 5.4, THE COMPANY HEREBY AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND OPCO AND OPCO’S SUBSIDIARIES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “OPCO GROUP”) FROM AND AGAINST ANY AND ALL LOSSES ARISING OUT OF OR RESULTING FROM ANY THIRD-PARTY ACTION IN RESPECT OF (I) THE PERFORMANCE OF THE TRANSITION SERVICES IN ACCORDANCE WITH THIS AGREEMENT OR (II) FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL OR WILLFUL MISCONDUCT OF THE COMPANY, THE COMPANY’S AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES (COLLECTIVELY, THE “COMPANY GROUP”) IN CONNECTION WITH THE TRANSITION SERVICES, EXCEPT TO THE EXTENT CAUSED BY, OR ARISING OUT OF THE FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL OR WILLFUL MISCONDUCT OF, OR MATERIAL BREACH OF THIS AGREEMENT BY, ANY MEMBER OF THE OPCO GROUP OR ANY THIRD PARTY PROVIDER.
The Company’s Indemnity. The Company shall indemnify and hold harmless the Advisor, and its officers, directors, shareholders, agents and employees, from and against any and all liability, claims, demands, expenses and fees, fines, suits, losses and causes of action of any and every kind or nature arising from or in any way connected with the performance by the Advisor of its obligations under this Agreement, other than any liability, claim, demand, expense, fee, suit, loss or cause of action arising from or in any way connected with (a) any acts of the Advisor, or its officers, agents or employees, outside the scope of the authority of the Advisor under this Agreement unless such person acted in good faith and reasonably believed that his conduct was within the scope of authority of the Advisor under this Agreement, or (b) the gross negligence, willful misconduct or material breach of this Agreement by the Advisor, its officers, agents or employees.
The Company’s Indemnity. The Company hereby indemnifies the User against any losses, claims, damages or liabilities (including legal or other expenses reasonably incurred in relation thereto) to which such person may become subject by reason of the fraud, negligence or wilful default of the Company or of any of its officers, employees or agents.
The Company’s Indemnity. The Company hereby agrees to defend, indemnify, save and hold harmless Seller against and in respect of:
(a) All losses or damages resulting from any misrepresentation or breach of warranty, covenant or agreement of the Company made or contained in this Agreement; and
(b) All costs and expenses reasonably incurred by or imposed upon Seller in connection with or arising out of any action, suit or proceeding in which Seller may be involved concerning the Shares or to which Seller is made a party by reason of an act or omission of the Company relating to the transaction contemplated by this Agreement that occurs after the Closing.
The Company’s Indemnity. Subject to the terms and conditions of this Article 12, the Company shall indemnify, defend and hold harmless the Purchaser Shareholders and their respective owners, officers, managers, agents, attorneys and Affiliates (collectively, the “Shareholder Indemnified Persons” and together with the Company Indemnified Persons, the “Indemnified Persons”) from and against, and shall pay to Shareholder Indemnified Persons the amount of, or reimburse the Shareholder Indemnified Persons for, any Damage that any Shareholder Indemnified Person may suffer, sustain, or become subject to, as a result of, in connection with, or relating to:
(a) any Breach of any representation or warranty made by the Company or the Sellers in this Agreement or any certificate delivered by the Company in accordance with this Agreement;
(b) any Breach of any covenant or obligation of the Company or the Sellers in this Agreement or in any certificate, document, or other writing delivered by the Company pursuant to this Agreement; or
(c) Any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with the Company (or any Person acting on its behalf) in connection with the Acquisition.
The Company’s Indemnity. The Company agrees to indemnify and hold harmless Distributor and Distributor’s parent, subsidiaries, affiliates, successors, assigns, officers, directors, members, governors, shareholders, employees and agents (the “Distributor Indemnified Parties”) from and against any and all losses, damages, liabilities, obligations, judgments, reasonable attorneys fees and costs, settlements, costs and other expenses (collectively, “Losses”) associated with any claim that may be asserted against a Distributor Indemnified Party arising as a direct result of any material breach by the Company of this Agreement during the Term of this Agreement in connection with Distributor Initiated Customers (a “Company Indemnified Claim”). The Company’s indemnity obligations under this section for any Company Indemnified Claim shall not exceed the lesser of: (i) the actual aggregate amount of any Losses for a Company Indemnified Claim or (ii) the aggregate amount of all commissions paid by the Company to Distributor in connection with the Distributor Initiated Customer giving rise to such Company Indemnified Claim over the 12-month period immediately preceding the date on which Distributor receives notice of such Company Indemnified Claim.
The Company’s Indemnity. The Company agrees to indemnify and ----------------------- hold harmless each Purchaser, each of its officers, directors, partners, advisors, each person controlling such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the officers, directors, agents or employees of such controlling person, each underwriter, if any, and each person controlling any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the officers, directors, agents or employees of such controlling person, from and against any and all expenses, losses, claims, damages or liabilities (or actions, proceedings or settlements in respect thereof) to which such persons may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions, proceedings or settlements in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or arise out of, or are based upon, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of any failure by the Company to fulfill any undertaking included in the Registration Statement or arise out of any violation by the Company of the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Company with respect to the Registration Statement and relating to action or inaction required of the Company, and will reimburse each such Purchaser, each of its officers, directors, partners, advisors, each person controlling such Purchaser, each underwriter, and each person controlling any such underwriter, for any legal and other expenses reasonably incurred in connection with investigating and defending or settling any such expense, claim, loss, damage or liability; provided, however, that the Company shall not be liable in any such case to the extent that such expense, loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser specifically for inclusion in the Registration Statement, or any untrue statement in any prospectus that is corrected in any subsequent prospectus that was delivered to the Purchaser ...
The Company’s Indemnity. The Company agrees to indemnify and hold harmless Distributor, and Distributor’s parent, subsidiaries, affiliates, successors, assigns, officers, directors, members, governors, shareholders, employees and agents (the “Distributor Indemnified Parties”) from and against any and all losses, damages, liabilities, obligations, judgments, reasonable attorneys fees and costs, settlements, costs and other expenses (each, a “Loss”) incurred or suffered by the Distributor Indemnified Parties as during the Term in connection with Distributor-initiated customers. Notwithstanding anything to the contrary, the Company’s total liability for any indemnification obligations hereunder shall not exceed the lesser of (i) the payments by the Company to Distributor pursuant to Section 3.3, over the 12 month period immediately preceding any Loss.
The Company’s Indemnity. Except as provided in Sections 14.01 through 14.04, the Company will indemnify, defend and hold harmless the PPG Indemnified Parties and the Vista Indemnified Parties from and against any and all Claims arising on or after the Commissioning Date whether for property damages, personal injury, governmental fines or penalties (including, without limitation, for the violation of operating permits), environmental or natural resources damages or liabilities (including remedial liabilities), or otherwise relating to the operation of the Company to the extent such Claims arise out of, result from or are attributable to:
(A) Vista Parties’ sole and/or concurrent negligence, or strict liability;
(B) PPG Parties’ sole and/or concurrent negligence, or strict liability; or
(C) The Company’s sole and/or concurrent negligence, or strict liability. To the extent indemnities are provided pursuant to this Section 14.05, it is intended that the Company shall not have a right of recovery against the PPG Indemnified Parties or the Vista Indemnified Parties in connection with the event or act which is the subject of the indemnity. Additionally, it is intended that the indemnities provided in this Section 14.05 shall address all liabilities not otherwise addressed pursuant to this Article XIV.
The Company’s Indemnity. The Company and the Shareholders shall, jointly and severally, indemnify, defend, protect and hold harmless Purchaser (and Purchaser's Subsidiaries and Affiliates and their respective officers, directors, shareholders, employees and agents) from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys', consultants' and witness fees incurred in connection therewith ("Purchaser's Damages"), which arise out of: (i) the breach of any representation or warranty made by the Company and the Shareholders under this Agreement or any document or certificate delivered by the Company and the Shareholders pursuant to this Agreement; (ii) the non-performance, partial or total, of any covenant made by the Company and the Shareholders pursuant to this Agreement or any document or certificate delivered by the Company and the Shareholders pursuant to this Agreement.
