2FIVE STAR INDEMNITY Clause Samples

2FIVE STAR INDEMNITY. Following the Closing, Five Star will indemnify and hold harmless VUS from and against any and all Claims arising directly or indirectly from (i) any material inaccuracy or breach of the CMA or this Agreement; (ii) any failure by Five Star to use Good Mining Practices at the Mine; (iii) any material inaccuracy or breach of any representation or warranty contained in this Agreement or in the CMA by Five Star; (iv) any failure to a▇▇▇▇ any citation under any permit if the citation was received prior to Closing except to the extent such citation cannot be fully abated prior to Closing despite Five Star’s best efforts to do so; or (v) any act or failure to act by or on behalf of Five Star that is willful or reckless, or grossly negligent.