Xxxxxxxx Indemnity. Buyer shall indemnify and defend Xxxxx Xxxxxxxx against, and shall hold him harmless from, any and all costs, claims, damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit, proceeding, plus any assessments, interest and penalties thereon) (collectively, and after subtracting the amount of any insurance proceeds recoverable with respect thereto, “Loss”) incurred or suffered by him arising out of any claim made by Southwest against him under the Southwest Financing, unless any such claim, or any failure to pay or other default under such Financing is caused by any breach or wrongful act of Xxxxx Xxxxxxxx.
Xxxxxxxx Indemnity. Xxxxxxxx hereby agrees to indemnify Xxxxx and its Affiliates for any Damages they may suffer by reason of (i) the use or occupancy by Xxxxxxxx of the Broad Street Property during the term of this Agreement, including any accident, injury to or death of persons or loss of or damage to property occurring on or about the Broad Street Property or any part thereof or the adjoining properties, sidewalks, curbs, streets or ways; (ii) any failure on the part of Xxxxxxxx to perform or comply with any of the terms of this Agreement; or (iii) the performance of any labor or services or the furnishing of any materials or other property in respect of the Broad Street Property or any part thereof (other than the performance of labor or services or the furnishing of any materials or other property (A) pursuant to the Fabrication Services Agreement or any other agreement between Matrix or any of its Affiliates and Xxxxxxxx or any of its Affiliates, or (B) pursuant to the Orion Contract); except, in each case, to the extent the same (y) is a Retained Obligation or is a breach or misrepresentation of any covenant, agreement, representation or warranty of Xxxxx, Matrix or GSAC in this Agreement, the Purchase Agreement or any other Ancillary Document, or (z) results from or arises out of any actions or inaction (where they had a duty or obligation to act) of Xxxxx, Matrix, GSAC or any of their Representatives; provided that the foregoing indemnification obligation of Xxxxxxxx shall apply to accidents, injuries or deaths of Xxxxx'x or its Affiliates' Representatives, and to damages to Xxxxx'x or its Affiliates' property, in either case while located on the Broad Street Property only to the extent resulting from or arising out of the negligence or willful misconduct of Xxxxxxxx, its Affiliates or its or their Representatives.
Xxxxxxxx Indemnity. (a) The occurrence, with respect to Xxxxxxxx, of any of the events described in Section 6.08 or the failure of the Xxxxxxxx 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 Xxxxxxxx Indemnity, and (c) the existence of (a) and (b), collectively, could reasonably be expected to have a Material Adverse Effect;
Xxxxxxxx Indemnity. 79 Section 6.15 Default Under Senior Secured Discount Notes...... 79 Section 6.16
Xxxxxxxx Indemnity. Except for obligations and liabilities expressly assumed by PKGP hereunder, Xx. XxXxxxx hereby agrees to indemnify, hold harmless and defend PKGP and its shareholders, directors, officers and employees from all obligations and liabilities, due or maturing prior to the Closing Date , incurred by Office Quick or arising from Office Quick business PRIOR TO THE CLOSING, including the payment of all expenses and attorneys' fees arising therefrom.
Xxxxxxxx Indemnity. Subject to Paragraphs 8.1.2 (A123 IP Indemnities) and 8.
Xxxxxxxx Indemnity. Subject to the limitations set forth in Section 10.3.2, X.
Xxxxxxxx Indemnity. The Xxxxxxxx Indemnity shall remain legal, valid and binding in all respects as of the Effective Date.
Xxxxxxxx Indemnity. With regard to Xxxxxxxx’ obligations under this Agreement, Xxxxxxxx shall be liable for and shall defend, indemnify and hold Buyer harmless from and against any and all claims, response or remediation costs, losses, damages, penalties, other costs, actions, judgments, expenses, and liabilities of every kind and nature whatsoever (including, without limitation, attorneys’ and consultants’ fees and costs and expenses of investigation, remediation or defense) which arise either directly or indirectly from:
(i) Xxxxxxxx’ violation of any Environmental Laws;
(ii) the generation, treatment, storage, spillage, handling, disposal or release by Xxxxxxxx or any of its affiliates, agents, contractors, employees, or invitees of any Hazardous Materials on or about the Listerhill Complex;
(iii) the breach by Xxxxxxxx of any of its warranties, representations, or covenants contained in this Agreement; or
(iv) damage to or loss of property and injury to or death of any person or persons.
Xxxxxxxx Indemnity. Xxxxxxx shall indemnify and hold harmless IOI, its officers, directors, employees, agents and representatives, against and in respect of any and all claims, demands, losses, expenses (including reasonable attorneys' fees), obligations, amounts liabilities, damages, recoveries and deficiencies, including interest and penalties, that result or arise from any misrepresentation, breach of warranty or breach or nonfulfillment of any agreement or covenant on the part of Xxxxxxx contained in this Agreement or in any schedule, certificate, or other instrument delivered pursuant hereto or in connection herewith.