Additional Indemnification Items Clause Samples
The 'Additional Indemnification Items' clause expands the scope of indemnification beyond standard provisions by specifying extra situations, parties, or types of losses that one party must cover for the other. For example, it may require indemnification for third-party claims arising from specific activities, or include additional categories of damages such as legal fees or regulatory penalties. This clause's core function is to allocate risk more comprehensively, ensuring that the indemnified party is protected against a broader range of potential liabilities that could arise from the contractual relationship.
Additional Indemnification Items. Subject to Sections 8.2 through 8.6 of the Uniform Terms, the Owners and, if the Transactions involve an Asset Transfer, the Company, shall jointly and severally indemnify and hold harmless Premiere, and its officers, directors, agents or affiliates, from and against any and all Losses suffered or incurred by any such party by reason of or arising out of any of the following:
(a) a breach of Section 2.19 of the Uniform Terms as it relates to liability for sales tax (irrespective of whether disclosed on Schedule 2.19 or in the Financial Statements).
Additional Indemnification Items. Subject to Sections 8.2 through 8.6 -------------------------------- of the Uniform Terms, the Owners and, the Company, shall jointly and severally indemnify and hold harmless Premiere, and its officers, directors, agents or affiliates, from and against any and all Losses suffered or incurred by any such party by reason of or arising out of a breach of Section 2.19 of the Uniform Terms as it relates to liability for sales tax (irrespective of whether disclosed on Schedule 2.19 or in the Financial Statements).
Additional Indemnification Items. Subject to Sections 8.2 through 8.6 -------------------------------- of the Uniform Terms, the Owners and, if the Transactions involve an Asset Transfer, the Company, shall jointly and severally indemnify and hold harmless Premiere, and its officers, directors, agents or affiliates, from and against any and all Losses suffered or incurred by any such party by reason of or arising out of any of the following: (a) a breach of Section 2.19 of the Uniform Terms as it relates to liability for sales tax (irrespective of whether disclosed on Schedule 2.19 or in the Financial Statements; and (b) any liabilities arising from the Company's obligations arising from its guarantees of the leases referenced in 4.6 of this Transfer Agreement and Schedule 2.13 of the Uniform Terms and Conditions Agreement.
Additional Indemnification Items. Subject to Sections 8.2 through 8.6 -------------------------------- of the Uniform Terms, the Owners and, if the Transactions involve an Asset Transfer, the Company, shall jointly and severally indemnify and hold harmless Premiere, and its officers, directors, agents or affiliates, from and against any and all Losses suffered or incurred by any such party by reason of or arising out of a breach of Section 2.10 of the Uniform Terms or a breach of Section 2.19 of the Uniform Terms as it relates to liability for sales tax (irrespective of whether disclosed on Schedule 2.10, Schedule 2.19 or in the Financial Statements).
Additional Indemnification Items. Subject to Sections 8.2 through 8.6 -------------------------------- of the Uniform Terms, the Owners and, if the Transactions involve an Asset Transfer, the Company, shall jointly and severally indemnify and hold harmless Premiere, and its officers, directors, agents or affiliates, from and against any and all Losses suffered or incurred by any such party by reason of or arising out of any of the following:
(a) [insert matters which arise during and are unresolved following due diligence]