Certain Indemnities. In the event a Party brings an enforcement action with respect to the Licensed IP under this Section 5.2 (the “Indemnifying Party”), such Indemnifying Party shall indemnify the other Party (the “Indemnitee”) for any damages, awards, costs and out-of-pocket expenses imposed on or incurred by the Indemnitee as a result of (and to the extent arising from the subject matter of) such enforcement action (including such damages, awards, costs and expenses resulting from such Indemnitee being named as a party to such action or resulting from any court order for costs, fees, penalties, and other amounts (including the posting of bonds, if any) that may be imposed against the Indemnitee in such enforcement proceedings, to the extent such court order does not arise from such Indemnitee’s own actions (unless such actions were directed to be taken by the Indemnifying Party)). Notwithstanding any of the foregoing to the contrary, such indemnification by the Indemnifying Party shall exclude any damages, awards, costs or expenses to the extent based on claims (including cross-claims or counterclaims) that are brought against the Indemnitee with respect to subject matter outside of the infringement, misappropriation, validity or enforceability of the Licensed IP asserted in the action (and outside the actions or omissions of the Indemnifying Party in conducting such enforcement action) or with respect to subject matter which concerns actions or omissions of the Indemnitee that were not directed to be taken or omitted by the Indemnifying Party, in each case, so long as the Indemnitee has the sole right to control the actions based on such claims or subject matter.
Certain Indemnities. Sellers shall indemnify and hold harmless each of the Purchasers (and any company nominated by the relevant Purchaser pursuant to Section 1.1 (d)) and each member of the Group from and against any of the following liabilities:
Certain Indemnities. 16.1 For what the Pharmacy must indemnify (and keep indemnified) the Council (subject to this section 16) For the Council’s respective Losses in relation to any arm’s length third party claim made or threatened against the Council to the extent it is the result of any of the matters described in question 16.2. The Pharmacy’s breach of the Law. The Pharmacy’s breach of this Contract. The Pharmacy’s negligence. The Pharmacy’s unauthorised use of that third party’s property, and including the supply of goods in connection with the Goods in which that third party has any interest. The Pharmacy’s deliberate misconduct. The Pharmacy’s breach of any other duty which it owes that third party (whether arising in tort, contract, statute or otherwise). Where and to the extent the Pharmacy was acting according to the clear and properly authorised instructions of the Council.
Certain Indemnities. For clarity, the Parties acknowledge and agree that the provisions of this Section 1.2 do not in any way alter or otherwise diminish an Indemnifying Party’s obligations regarding indemnification under Section 9.2.
Certain Indemnities. The parties acknowledge and agree that the indemnities provided under Section 11.10 of the Reinsurance Agreement shall apply to loss, liability, cost or expense arising out of a breach of one or more of the covenants, representations or warranties set forth in this Amendment No. 3.
Certain Indemnities. (a) Without prejudice to any other rights which the Trustee may have under this Agreement or under applicable law, Petrobras Finance covenants and agrees to indemnify and hold harmless the Trustee on behalf of the Senior Certificate Holders and the Enhancers on an after-tax basis from and against any and all damages, losses, claims, liabilities, fees and expenses (including reasonable and documented fees and disbursements for external counsel) awarded against or incurred by it arising out of or as a result of (i) any Lien on, or any set-off, defense or counterclaim asserted by any Person against, the Purchased Receivables created by, or resulting from claims against, Petrobras Finance, Petrobras or any Affiliate thereof, (ii) any representation or warranty made by Petrobras Finance, Petrobras or any Affiliate thereof in this Agreement, any other Transaction Document or in any writing furnished by Petrobras Finance, Petrobras or any Affiliate thereof in connection with or pursuant to this Agreement that proves to have been false or incorrect in any material respect on the date as of which such representation or warranty is made or deemed made, (iii) any claim (whether against the Trustee, the Trust, any Senior Certificate Holder or any Enhancer) resulting from the Sale to the Trustee of the Purchased Receivables or from the execution, delivery or performance by the Trustee of the Transaction Documents, or (iv) the enforcement against Petrobras Finance, Petrobras, or any Affiliate thereof of any of its respective obligations under any Transaction Document. For the avoidance of doubt, Indemnified Costs shall not include any claims for principal, interest, Additional Amounts or premiums in respect of the Trust Certificates or Guaranty Reimbursements related thereto.
Certain Indemnities. 75 7.11 Avnet Indemnity ............................................ 77 7.12 Wyle/Avnet Litigation ...................................... 78 7.13 Poing Warehouse ............................................ 79 7.14 Environmental Indemnity .................................... 79 7.15 Further Assurances ......................................... 81 7.16 Certain Assets Owned by the E.ON Group ..................... 82 7.17 Notices under Insurance Policies ........................... 82 7.18
Certain Indemnities. 47 8.14 Payments..................................................... 47 8.15
Certain Indemnities. (a) Without prejudice to any other rights which the Trustee may have under this Agreement or under applicable law, Petrobras Finance covenants and agrees to indemnify and hold harmless the Trustee on behalf of the Senior Certificate Holders and the Enhancers on an after-tax basis from and against any and all damages, losses, claims, liabilities, fees and expenses (including reasonable and documented fees and disbursements for external counsel) awarded against or incurred by it arising out of or as a result of (i) any Lien on, or any set-off, defense or counterclaim asserted by any Person against, the Purchased Receivables created by, or resulting from claims against, Petrobras Finance, Petrobras or any Affiliate thereof, (ii) any representation or warranty made by Petrobras Finance, Petrobras or any Affiliate thereof in this Agreement, any other Transaction Document or in any writing furnished by Petrobras Finance, Petrobras or any Affiliate thereof in connection with or pursuant to this Agreement that proves to have been false or incorrect in any material respect on the date as of which such representation or warranty is made or deemed made,
Certain Indemnities. 66 SECTION 9.06. Securities Laws ............................................ 66 SECTION 9.07. Taxes ...................................................... 67 ARTICLE X CONCERNING THE CERTIFICATEHOLDERS
