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. Xxxxxx shall indemnify, defend and hold each of Supplier and IceCure and their affiliates and respective officers, directors, managers, employees, agents and representatives (the “Supplier Indemnified Parties”) harmless from and against all liabilities, claims, demands, damages, reasonable costs and expenses (including reasonable attorneys’ fees) asserted against, incurred by or rendered against any of them from any claims that arise out of Xxxxxx’x activities under this Agreement or the MDT Disribution Agreement, negligence or breach of any of its covenants, representations or warranties herein, with respect to all of the above; provided, however, that in no event shall Turing have any liability under this Section 14.6 for any claims that are caused by or result from the negligence or willful misconduct of, or the breach of this Agreement by Supplier, IceCure or any of its Representatives.
Xxxxxxx Indemnity. (a) The occurrence, with respect to any of the Xxxxxxx Parties, of any of the events described in Section 7.8 or the failure of the Xxxxxxx Indemnity to continue to be in full force and effect, (b) the occurrence of any event or the existence of any condition that would have been covered by the Xxxxxxx Indemnity, and (c) the existence of (a) and (b), collectively, could reasonably be expected to have a Material Adverse Effect. Then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written or telex request of the Required Lenders, shall, by written notice to the Company, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note, to enforce its claims against the Company: (a) declare the Revolving Credit Commitment and other lending obligations, if any, terminated, whereupon the Revolving Credit Commitment and other lending obligations, if any, of each Lender shall terminate immediately; or (b) declare the entire principal amount of and all accrued interest on all Lender Indebtedness then outstanding to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest, notice of protest or dishonor, notice of acceleration, notice of intent to accelerate or other notice of any kind, all of which are hereby expressly waived by the Company, and thereupon take such action as it may deem desirable under and pursuant to the Financing Documents, provided, that if an Event of Default specified in Section 7.8 shall occur, the result which would occur upon the giving of written notice by the Administrative Agent to the Company, as specified in clauses (a) and (b) above, shall occur automatically without the giving of any such notice; or (c) if any Letter of Credit shall then be outstanding, demand Cover which the Company shall immediately pay to the Administrative Agent for deposit in a cash collateral account maintained pursuant to the Cash Collateral Agreement.
Xxxxxxx Indemnity. Xxxxxx shall release, indemnify, defend and hold Global/NorAm and its Representatives harmless from and against any and all claims, demands, costs, charges, expenses, fees, causes of action, suits, proceedings, damages, and attorney fees caused by, resulting from, or attributable to (a) any inaccuracy of any representation or warranty of Xxxxxx set forth in this Agreement, or (b) any breach of or failure to perform or satisfy any of the covenants and obligations of Xxxxxx hereunder.
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.
Xxxxxxx Indemnity. To the maximum extent permitted by law, the Company will indemnify and hold harmless the Investor, its partners, officers, directors, shareholders, members and any affiliates that control the Investor, against any losses, claims, damages, liabilities or expenses (joint or several) to which they may become subject under laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (unless the Investor has actual knowledge and consents to the making of such alleged untrue statement or omission), on the effective date thereof (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (b) the omission or alleged omission to state in the Registration Statement, on the effective date thereof (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any violation or alleged violation by the Company of Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws.
Xxxxxxx Indemnity. Subject to the limitations set forth in Article 10 above, Xxxxxxx shall indemnify, defend, and hold harmless MMI (including its officers, directors, employees, and agents) from and against all personal or property losses, liabilities, damages, and expenses (including reasonable attorneys’ fees and costs) arising (a) out of the falsehood or inaccuracy in any material respect of any representation or warranty-or-out-of-the-breach or non-fulfillment of any material covenant or agreement of Xxxxxxx contained herein or contemplated hereby; or (b) out of the gross negligence or intentional misconduct of Xxxxxxx in connection with the performance of its obligations under this Agreement; and/or (c) out of Xxxxxxx’x use of Xxxxxxx Technology or Joint IP (except to the extent any such loss, liability, damage, or expense is the responsibility of MMI as determined in accordance with Section 11.2 below).
Xxxxxxx Indemnity. Xxxxxxx agrees that, from and after the date of this Agreement, it shall defend, indemnify and hold harmless CME Ltd. and the Company, their respective Affiliates, and their and their respective Affiliates' representatives, officers, directors, shareholders and Controlling Persons (the "CME Indemnitees", and together with the Xxxxxxx Indemnitees, each, an "Indemnitee") from and against, and pay or reimburse the CME Indemnitees for, any Losses (for these purposes a bona fide claim means a claim by any Person that is not an Affiliate of any of the CME Parties) whatsoever resulting from (a) any inaccuracy in or breach of any representation or warranty when made or deemed made by Xxxxxxx or any Xxxxxxx Owner in or pursuant to this Agreement or (b) any breach or default in performance by Xxxxxxx or any Xxxxxxx Owner of any of their covenants or agreements set forth in this Agreement or the Cyprus Contribution Agreement.
