Common use of Certain Rules Clause in Contracts

Certain Rules. The indemnification obligations in this Article 8, although stated in terms of the parties, will be for the benefit of the parties, their permitted successors and assigns and their officers, directors, employees, agents and affiliates. The phrase "breach of a representation" includes a misrepresentation. "Loss" means any loss, cost, damage, expense, payment, liability or obligation incurred with respect to the facts or circumstances with respect to which such term is used, including: (a) related attorneys', accountants' and other professional advisors' fees and expenses; (b) amounts paid in settlement of a dispute with a person not a party that if resolved in favor of such third party would constitute a matter to which a party is indemnified pursuant to this Agreement, even though such settlement does not acknowledge that the underlying facts or circumstances constitute a breach of a representation and warranty or other indemnified matter; (c) reasonable costs and expenses necessary to avoid having a claim for indemnification against another party pursuant to this Agreement or to mitigate any such claim; (d) any taxes of the recipient on indemnification payments made to it; and (e) interest on each of the foregoing at the Prime Rate from the date the Loss was incurred until paid. "Prime Rate" means the prime rate as published in the "Money Rates" table of The Wall Street Journal on the first day of the calendar quarter on which The Wall Street Journal was published in which the Loss was incurred and on the first such day of each subsequent calendar quarter in which the Loss is unpaid.