Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Article 6 shall be subject to the following conditions:
Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Agreement with respect to, relating to, caused (in whole or in part) by or arising out of claims of third parties (individually, a "Third Party Claim" and collectively "Third Party Claims") including, without limitation, any Federal, state or local taxing authorities, shall be subject to the following terms and conditions:
Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Section with respect to, relating to, caused (in whole or in part) by or arising out of claims of third parties (individually, a "Third Party Claim" and collectively, "Third Party Claims") shall be subject to the following conditions:
Conditions of Indemnification for Third Party Claims. The obligations and liabilities of Seller, Parent and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 15 resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, "Claims"), shall be subject to the following terms and conditions:
Conditions of Indemnification for Third Party Claims. Subject to the provisions of Section 9.4, the obligations and liabilities of Exodus and Parent, in the case of Section 9.2, with respect to Claims made by or against third parties ("Third Party Claims") shall be subject to the following terms and conditions:
Conditions of Indemnification for Third Party Claims. Subject to the provisions of Section 11.03, the obligations and liabilities of Sarnia to Parent under Section 11.01 hereof with respect to Damages resulting from the assertion of liability by third parties shall be subject to the terms and conditions set forth below.
Conditions of Indemnification for Third Party Claims. 43 16. Termination ........................................................................... 44 17. Additional Actions and Documents; Amendments to Schedules ............................. 44 18. Brokers ............................................................................... 44 19. Expenses .............................................................................. 45 20. Notices ............................................................................... 45 21. Waiver ............................................................................... 46 22.
Conditions of Indemnification for Third Party Claims. The respective obligations and liabilities of FCP, Entex and Sub, as the case may be, (herein sometimes referred to as the "indemnifying party"), to each other (herein sometimes referred to as the "party to be indemnified") under Section 8.1 or 8.2 hereof with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions:
Conditions of Indemnification for Third Party Claims. The respective obligations and liabilities of the Representing Stockholders and the Sellers, on the one hand, and the Buyer, on the other hand (herein sometimes called the "indemnifying party"), to the other (herein sometimes called the "party to be indemnified" or the "indemnified party") under Section 11.02 hereof with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions:
Conditions of Indemnification for Third Party Claims. The obligation and liabilities of the parties under this agreement with, as a result of, or relating to, claims of third parties (individually, a "Third Party Claim" and collectively, "Third Party Claims"), shall be subject to the following terms and conditions: (a) The party or parties entitled to be indemnified hereunder (the "Indemnified Party") shall give the party or parties obligated to provide the indemnity (the "Indemnifying Party") prompt notice of any Third Party Claim, and, provided that the Indemnifying Party acknowledges in writing its obligation to indemnify in accordance with the terms of this agreement, the Indemnifying Party may undertake the defense of that claim by representatives chosen by it. The Indemnified Party at any time may participate in such defense at its own expense. Any such notice of a Third Party Claim shall identify with reasonable specificity, to the extent known, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the amount of the Third Party Claim. Failure to give prompt notice of any Third Party Claim shall only relieve the Indemnifying Party of its indemnification obligation to the extent that it is actually prejudiced by the delay in notice. The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. Notwithstanding the foregoing, the Sellers shall not be entitled to undertake the defense of any action if the aggregate damages sought in that action and all other actions being defended by Sellers under this section 9 and all other claims asserted against Sellers under this section 9 would exceed the Indemnity Escrow Amount or the portion of the Indemnity Escrow Amount available to satisfy those actions and claims giving effect to section 9.4 unless the Sellers agree to waive any limitation on their liability for indemnifications with respect thereto and, in the case of actions referred to in the following sentence, the Sellers agree to indemnify the Buyer for all losses, liabilities, damages and expenses relating thereto (including future lost profits). For purposes of the preceding sentence, the aggregate damages sought in an action shall equal the sum of the actual money damages sought plus a reasonable estimate of the loss, liability, damage or expense that the Buyer would incur as a result of any injunctive or other non-monetary remedies sought (including for this purpose only future lost profits of the ...
