Xxxxxxx Indemnity. (a) From and after the Distribution Date, Xxxxxxx in its capacity as a Recipient and on behalf of each of the other members of the Xxxxxxx Group in their capacity as Recipients, shall indemnify, defend and hold harmless Houston and the other Houston Indemnified Parties from and against any and all Losses suffered or incurred by the Houston Indemnified Parties in connection with a third-party claim against such Houston Indemnified Parties, which Losses result from any Services provided by any member of the Houston Group hereunder, except to the extent such Losses arise out of an Houston Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, or (iii) gross negligence or willful misconduct in providing the Services.
(b) From and after the Distribution Date, Xxxxxxx, in its capacity as a Provider and on behalf of each of the other members of the Xxxxxxx Group in their capacity as Providers, shall indemnify, defend and hold harmless Houston and the other Houston Indemnified Parties from and against any and all Losses suffered or incurred by the Houston Indemnified Parties in connection with a third-party claim against such Houston Indemnified Parties, which Losses result from the gross negligence or willful misconduct of Xxxxxxx or any other member of the Xxxxxxx Group in its performance of its obligations hereunder; provided, however, that Xxxxxxx shall not be deemed to have been grossly negligent or to have engaged in willful misconduct, to the extent that Losses arise as a result of information provided by or on behalf of the Houston Indemnified Parties to Xxxxxxx or any other member of the Xxxxxxx Group or any actions taken or omitted to be taken by Xxxxxxx or any other member of the Xxxxxxx Group upon the written direction or instruction of the Houston Indemnified Parties.
Xxxxxxx Indemnity. Company agrees to indemnify, defend and hold Contractor and its officers, directors, partners, members, employees and agents (collectively, the “Contractor Indemnitees”) harmless from and against all liability, claims, causes of action, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (collectively, “Claims”) resulting from, arising out of or attributable to (i) the negligence, willful misconduct or intentional act of any of the Company Indemnitees (defined below) in connection with the handling of any transloaded Products at the Transload Facility by Company, (ii) exposure to such Products as a result of the handling of such Products by any of the Company Indemnitees, (iii) regulatory non-compliance or contractual breach by Company, or (iv) claims that Company’s employees make against any of the Contractor Indemnitees while any of the transloaded Products are in Company’s care, custody or control. The obligations of Company in this paragraph shall survive the expiration or other termination of this Agreement.
Xxxxxxx Indemnity. (a) Xxxxxxx shall and hereby does agree to indemnify and hold Purchaser harmless from and against any and all loss, damage and expense of any nature (including, but not limited to, reasonable attorney's fees) incurred by Purchaser arising out of, attributable to, or in connection with:
(i) Any matter in respect of which Xxxxxxx, PHCG New Jersey (at or prior to the First Closing) or PHCG New York (at or prior to the Second Closing) shall have made any misrepresentation, breached any warranty, or failed to fulfill any covenant or agreement on the part of Xxxxxxx or PHCG contained in this Agreement, in any list or certificate or other document delivered or to be delivered, by Xxxxxxx or PHCG to Purchaser in connection with this Agreement, except to the extent such misrepresentation, breach or failure was caused by acts or omissions of Purchaser or any Affiliate of Purchaser;
(ii) Any and all Pre-Closing Liabilities; and (iii) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof; provided, however, that (i) with respect to all claims other than claims -------- ------- relating to taxes, employee compensation and benefits, workmen's compensation, termination of employment, employment discrimination, the environment or hazardous substances, Professional Liability, Medicaid or Medicare, Xxxxxxx' obligation to indemnify Purchaser and PHCG hereunder shall be limited to such claims of which Purchaser notifies Xxxxxxx, or of which Xxxxxxx is otherwise on notice, by the earlier of (A) the date that is two years after the First Closing Date and (B) the date that is one year after the Second Closing Date, and (ii) in no event shall Xxxxxxx' obligation to indemnify Purchaser hereunder exceed the amount of $4,800,000 for all claims in the aggregate.
(b) Subject to the notice of claim provisions set forth in Section 10.03, the provisions of subparagraph (a) of this Section 10.02 shall not be deemed to be an election of remedies but shall be in addition to, and not in lieu of, any other remedy or remedies, at law or in equity, to which Purchaser may be otherwise entitled.
Xxxxxxx Indemnity. (a) PERDUE agrees to defend, indemnify and hold harmless CTI and its Representatives from and against any and all claims, demands, actions, suits, damages, losses and liability (including litigation costs and reasonable attorneys' fees), asserted or incurred by any Third Person and caused by, resulting from or on account of:
(1) any breach or violation of XXXXXX'x representations, warranties, covenants or other obligations under this User License;
(2) the gross negligence or fault or willful acts or omissions of PERDUE or its employees, agents or contractors in the performance of any covenant or obligation under this User License; and
(3) liens, levies and other encumbrances arising from work performed by any Person at the Facility or from materials supplied to or for the Facility or otherwise.
(b) Notwithstanding the foregoing, XXXXXX'x indemnity herein shall not extend to or include any claim, demand, action, suit, damages, loss or liability to the extent caused by or arising out of the gross negligence, fault or willful misconduct of CTI or any of its Representatives.
Xxxxxxx Indemnity. Baxter shall indemnify Nexell and hold it ------------------ harmless from any liability, loss, expense, cost, claim or judgment arising out of any claim for property damage, personal injury or death that is caused by Xxxxxx'x failure to manufacture the Supplied Products in accordance with the designs, specifications, procedures and product drawings/blueprints, with the law, regulations, rules, orders and notices, and with the quality system and Standard Operating Procedure System, and which are applicable to Baxter. Furthermore, Baxter shall defend, indemnify and hold Nexell harmless with respect to any liability, loss or damage incurred by Nexell with respect to any infringement, misappropriation or violation by any Supplied Product of the intellectual property of any entity. At Xxxxxx'x expense, Nexell shall cooperate fully with Baxter in defending or otherwise resolving any such claim. Baxter shall have full control of any litigation brought against Nexell with respect to any claim that is indemnifiable by Baxter hereunder, but Nexell may, at its expense, also be represented by its own counsel in any such litigation. XXXXXX'X INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 19.1 SHALL NOT APPLY TO DEVELOPMENTAL PRODUCTS, IF ANY, THAT BAXTER PROVIDES TO NEXELL UNDER THIS AGREEMENT. NOTHING IN THIS SECTION 19.1 SHALL BE INTERPRETED TO, NOR IS ANYTHING SET FORTH HEREIN INTENDED TO, ALTER OR DIMINISH NEXELL'S INDEMNIFICATION OBLIGATIONS SET FORTH IN THE DISTRIBUTION LICENSE AGREEMENT. IN THE EVENT OF A CONFLICT BETWEEN SECTION 19 OF THIS AGREEMENT AND SECTIONS 18 AND 19 OF THE DISTRIBUTION LICENSE AGREEMENT, THE DISTRIBUTION LICENSE AGREEMENT CONTROLS.
Xxxxxxx Indemnity. From and after the Closing, Xxxxxx shall indemnify and hold harmless GE and its Affiliates, officers, directors, agents, successors and assigns (the “GE Indemnified Parties”) from and against all losses, Liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) which GE or its Affiliates may actually suffer or incur to the extent arising out of or related to:
(i) the Excluded Liabilities;
(ii) Taxes, Conveyance Taxes and any other amounts for which Xxxxxx is liable pursuant to Article 9; provided, however, that Xxxxxx shall not be liable for any Losses related to Taxes described in Section 9.1(a)(i) or (ii) (other than such Taxes themselves) for which GE or its Affiliates are responsible for filing the applicable Tax Return, except to the extent such Losses arise out of the action or inaction of Xxxxxx or any of its Affiliates;
(iii) failure by Xxxxxx or any of its Affiliates to perform any of their covenants or agreements contained in this Agreement;
(iv) any inaccuracies in or breaches by Xxxxxx, specifically identified by GE as Environmental Conditions pursuant to Section 7.14(a)(ii) within thirty (30) days after the Environmental Review Commencement Date, of the representations and warranties contained in Section 5.4 (considered for these purposes, disregarding any qualification or exception contained in any such representation or warranty relating to materiality or Material Adverse Effect) (unless GE shall have exercised its option under clause (1) or (2) of Section 7.14(a)(ii));
(v) any inaccuracies in or breaches by Xxxxxx of the representations and warranties contained in Section 5.11 (considered for these purposes, disregarding any qualification or exception contained in any such representation or warranty relating to materiality or Material Adverse Effect) (A) that are specifically identified by GE in writing within thirty (30) days after the date of this Agreement in a notice that identifies the specific practices or condition that give rise to such inaccuracy or breach and provides an undertaking by GE that it shall not continue such practice or condition after Closing, (B) that are first discovered by, or made to known to, GE after the date of this Agreement, (C) that Xxxxxx is unable to remedy prior to the Closing and (D) with respect to which the practices or conditions giving rise to such inaccuracy or breach are not reasonably expected to be continued by GE after Closing (if after the Closing, GE does ...
Xxxxxxx Indemnity. In addition, FMC shall indemnify Xxxxxxx Xxxxxxx for any liability against him imposed or arising from any activity or out of actions taken or omitted, as a Director or Officer of PTI and/or PTSI, in whole or in part from the transactions contemplated by this Agreement and effected during the period commencing immediately prior to the execution of the letter of intent and ending on the Closing Date.
Xxxxxxx Indemnity. In connection with any registration in which Xxxxxxx'x Registrable Securities are included, Xxxxxxx will, to the extent permitted by law, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person who controls the Company (within the meaning of the 1933 Act), any underwriter, and any controlling person of such underwriter against any losses claims damages or liabilities (joint or several) to which any of the foregoing persons may become subject under the 1933 Act, or other federal or state law insofar as such losses, claims, damages or liabilities (or action with respect thereto) arise out of or are based upon any Violation, to the extent that such Violation occurs in reliance upon and in conformity with information furnished by Xxxxxxx for use in connection with such registration.
Xxxxxxx Indemnity. Lessor shall indemnify, defend and hold Lessee harmless from and against any and all claims, damages, liabilities and losses incurred in connection with or arising from Lessor’s generation, production, release, use, handling, storage, treatment or disposal of any Hazardous Materials in or about the Land. This indemnification of Lessee by Lessor includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remediation, removal or restoration work. Lessor shall promptly take all actions as are necessary to remediate any Hazardous Materials introduced to the Land by Lessor, or any person claiming by, through or under Lessor, including the contractors, agents, employees, licensees or invitees of Lessor, and shall restore the Land to the condition existing prior to the introduction of any such Hazardous Materials.
Xxxxxxx Indemnity. SELLERS SHALL INDENMIFY BUYERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AND AGENTS, FROM ANY AND ALL LIABILITIES (OTHER THAN ENVIRONMENTAL), COSTS, EXPENSES AND CLAIMS OF ANY KIND OR CHARACTER ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THE ASSETS, OCCURING BEFORE THE EFFECTIVE DATE AND REGARDLESS OF ANY SOLE JOINT OR CONCURRENT NEGLIGENCE, LIABILITY, BREACH OR OTHER FAULTS OR RESPONSIBILITY OF BUYERS OR ANY THIRD PERSON.
