General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease.
Appears in 2 contracts
Sources: Mining Lease Agreement (Rare Earths Americas, Inc.), Mining Lease Agreement (Rare Earths Americas, Inc.)
General Indemnification. Subject to The Borrower shall pay and indemnify the provisions of this LeaseBank, ▇▇▇▇▇▇ assumes responsibility for the work done by LesseeOffshore Credit Providers, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defendBank's parent company, and hold Lessor, its Affiliates, and each of their respective officers, insurers, agents, contractorsdirectors, employees, licenseescounsel, lesseesagents and attorneys-in-fact (each, EXECUTION COPY invitees, successors, an "Indemnified Person") and assigns (individually and collectively, the “Indemnified Parties”) hold harmless for, from and against any Liability that may be asserted against and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses, or disbursements (including reasonable attorneys' fees and disbursements and the Indemnified Parties as a result allocated costs of internal counsel) of any actionkind or nature whatsoever with respect to the execution, suitdelivery, demandenforcement, performance, and administration of this Agreement and any other Credit Documents, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingtransactions contemplated hereby and thereby, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim investigation, litigation, or injury proceeding related to this Agreement, any violation of any Environmental Law by the Borrower or its Subsidiaries, any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence (whether actual or alleged) of a Hazardous Substance on, under or about the property or operations of or property leased to the Borrower or any of its Subsidiaries, any transportation from or other off-site management of any Hazardous Substance generated or used by the Borrower or any of its Subsidiaries, or the loans and other extensions of credit hereunder or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the operations gross negligence or willful misconduct of Lessee Parties under such Indemnified Person. The agreements and obligations of the Borrower in this Lease Section shall survive the expiration and termination of the commitment to extend credit hereunder and the presence payment of Lessee Parties on all other obligations of the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination Borrower or expiration of this Leaseany Acceptable Subsidiary hereunder or under the other Credit Documents.
Appears in 2 contracts
Sources: Credit Agreement (Filenet Corp), Credit Agreement (Filenet Corp)
General Indemnification. Subject to (a) Seller (the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee PartiesSeller Indemnifying Party”) on the Lease Area and specifically shall indemnify, defend, hereby agrees to indemnify and hold Lessor, its Affiliates, harmless Buyer and the Acquired Companies (following the Closing) and each of their respective officers, insurersdirectors, employees, contractors, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, shareholders, members, assigns and assigns affiliates (individually and collectively, the “Buyer Indemnified Parties”), against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) harmless for, from and against any Liability that may be asserted against the incurred or sustained by such Buyer Indemnified Parties as a result of any action, suit, demand, directly or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), indirectly arising out of or in any manner related of, relating to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (bi) any breach or inaccuracy of Lessee Parties’ representationsa representation or warranty of Seller contained in this Agreement or in any certificate delivered by Seller or its affiliates pursuant to this Agreement (without giving effect, warrantiesfor purposes of determining the amount of any Losses related to any such breach or inaccuracy, to any limitation as to “materiality,” “material adverse effect,” “Material Adverse Effect” or obligations under this Lease; similar qualifications set forth therein), (cii) any actsfailure by Seller to perform or comply with any covenant applicable to it contained in this Agreement, omissions, activities, or operations hereunder of Lessee Parties; and/or (diii) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought by third parties (including any Government Authority), regardless if disclosed in the Disclosure Letter, related to the Business and related events (or instituted against omissions) occurring or actions taken during the period commencing on the Original Closing Date and ending on the Closing Date, (iv) any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against Acquired Companies’ Transaction Expenses not paid in full by Seller prior to Closing, (v) any of the Indemnified Parties or Lease Area in any such actionliabilities expressly retained by Seller and its ERISA Affiliates under Section 5.7, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by and (iv) any of the Lessee Partiesliabilities expressly retained by Seller under Section 5.6(e) (Tax). Lessee’s indemnity obligation hereunder For purposes of this Agreement, the terms “Loss” and “Losses” shall not be limited by any workers’ compensationinclude lost profits, benefits or disability laws consequential damages and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties punitive damages with respect to any claim or injury arising from the operations of Lessee Parties under this Lease direct claims between Buyer and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually Seller, but shall include lost profits, consequential damages and punitive damages with respect to Third Party Claims that are actually paid by ▇▇▇▇▇▇ an Indemnified Party and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasefor which indemnification is obtained hereunder.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (NightHawk Radiology Holdings Inc)
General Indemnification. Subject to The Borrower shall pay and indemnify the provisions of this LeaseBank, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area Bank's parent company and specifically shall indemnify, defendaffiliates, and hold Lessor, its Affiliates, and each of their respective officers, insurers, agents, contractorsdirectors, employees, licenseescounsel, lesseesagents and attorneys-in-fact (each, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “an "Indemnified Parties”Person") harmless for, from and against any Liability that may be asserted against and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses, or disbursements (including attorneys' fees and disbursements and the Indemnified Parties as a result allocated costs of internal counsel) of any actionkind or nature whatsoever with respect to the execution, suitdelivery, demandenforcement, performance, and administration of this Agreement and any other Credit Documents, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingtransactions contemplated hereby and thereby, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim investigation, litigation, or injury proceeding related to this Agreement, any violation of any Environmental Law by the Borrower or its Subsidiaries, any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence (whether actual or alleged) of a Hazardous Substance on, under or about the property or operations of or property leased to the Borrower or any of its Subsidiaries, any transportation from or other off-site management of any Hazardous Substance generated or used by the Borrower or any of its Subsidiaries, or the loans and other extensions of credit hereunder or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the operations gross negligence or willful misconduct of Lessee Parties such Indemnified Person. The agreements and obligations of the Borrower under this Lease Section shall survive the expiration or termination of the commitment to extend credit hereunder and the presence payment of Lessee Parties on all other obligations of the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseBorrower hereunder.
Appears in 1 contract
Sources: Credit Agreement (Microtest Inc)
General Indemnification. Subject to The Borrower shall pay and indemnify the provisions of this LeaseBank, ▇▇▇▇▇▇ assumes responsibility for the work done by LesseeOffshore Credit Providers, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defendBank's parent company, and hold Lessor, its Affiliates, and each of their respective officers, insurers, agents, contractorsdirectors, employees, licenseescounsel, lesseesagents and attorneys-in-fact (each, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”an "INDEMNIFIED PERSON") harmless for, from and against any Liability that may be asserted against and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses, or disbursements (including attorneys' fees and disbursements and the Indemnified Parties as a result allocated costs of internal counsel) of any actionkind or nature whatsoever with respect to the execution, suitdelivery, demandenforcement, performance, and administration of this Agreement and any other Credit Documents, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingtransactions contemplated hereby and thereby, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim investigation, litigation, or injury proceeding related to this Agreement, any violation of any Environmental Law by the Borrower or its Subsidiaries, any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence (whether actual or alleged) of a Hazardous Substance on, under or about the property or operations of or property leased to the Borrower or any of its Subsidiaries, any transportation from or other off-site management of any Hazardous Substance generated or used by the Borrower or any of its Subsidiaries, or the loans and other extensions of credit hereunder or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the operations gross negligence or willful misconduct of Lessee Parties such Indemnified Person. The agreements and obligations of the Borrower under this Lease Section shall survive the expiration or termination of the commitment to extend credit hereunder and the presence payment of Lessee Parties on all other obligations of the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ Borrower and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasethe Acceptable Subsidiaries hereunder.
Appears in 1 contract
General Indemnification. Subject to the provisions of this LeaseThe Sellers and Hydro, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseejointly and severally, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, indemnify and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Purchaser Indemnified Parties”) Parties harmless for, from and against all Losses incurred by any Liability that may be asserted against of the Purchaser Indemnified Parties as a result and shall, in accordance with Clause 10.14, defend the Purchaser Indemnified Parties in respect of all actions, proceedings, suits or demands of any actionnature involving any of the Purchaser Indemnified Parties, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity)in each case resulting from, arising out of or in relating to any manner related to breach of any representation or resulting from Lessee Parties’ operations warranty of the Sellers or any breach or non-fulfillment of any covenant, obligation or agreement on the Lease Areapart of the Sellers and any breach or non-fulfillment of any covenant, including without limitation obligation or agreement on the part of Hydro and the other entities comprising the Hydro Group, of this Agreement and the Ancillary Agreements. The Purchaser Indemnified Parties shall give written notice (the “Indemnity Notice”) to the Sellers and Hydro promptly after becoming aware of (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with claim for Losses as to which indemnification may be sought against the Lessee Parties’ operations on the Lease Area; Sellers and Hydro or (b) any breach of Lessee Parties’ representationsaction, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such actionproceeding, suit or legal proceeding demand of any nature for which may result therefromthe Purchaser Indemnified Parties seek defense thereof by the Sellers and Hydro. Without limiting All claims for Losses shall be paid and satisfied by the generality Sellers and Hydro within sixty (60) days after receipt of any Indemnity Notice; provided, however, that if any claim for Losses is arbitrated by the Sellers and Hydro pursuant to Clause 16, and the Purchaser Indemnified Parties are successful in respect of such arbitration, then the claim for Losses shall be paid and satisfied by the Sellers and Hydro within thirty (30) days after the arbitrator’s final decision is published. Any payment to be made by the Sellers and Hydro in accordance with this Clause 10 shall include interest thereon calculated from the date of receipt by the Sellers of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any Indemnity Notice to the date of payment in accordance with the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseinterest rate described in Clause 14.6.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Preem Holdings Ab Publ)
General Indemnification. Subject Except to the extent caused by the gross negligence, fraud, illegal acts or willful misconduct of the Indemnified Parties (defined below), Individual Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (hereinafter defined), from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable damages, of whatever kind or nature (including, but not limited, to reasonable attorneys’ fees of outside counsel and other costs of defense) (collectively, the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Security Instrument, the Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Debt, the Note, the Loan Agreement, this Security Instrument, or any other Loan Documents, each to the extent required or requested by Borrower; (c) any and all lawful action that may be taken by Agent in connection with the enforcement of the provisions of this LeaseSecurity Instrument, the Loan Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Individual Borrower, any other Borrower, any guarantor or indemnitor and/or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to, or death of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Individual Borrower or any other Borrower to perform or be in compliance with any of the terms of this Security Instrument, the Note, the Loan Agreement or any of the other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Borrower or Person to file timely with the Internal Revenue Service an accurate Form ▇▇▇▇-▇, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not proceeds of the transaction in connection with which this Security Instrument is made; (i) any failure of the Property to be limited by in compliance with any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease.Legal Requirements; (j) the
Appears in 1 contract
General Indemnification. Subject Each Borrower agrees to indemnify to the provisions of this Leasefullest extent permitted by law the Administrative Agent, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area Banks and specifically shall indemnify, defend, and hold Lessor, its Affiliates, each Affiliate thereof and their respective officersdirectors, insurersofficers and employees (each such Person, agentstogether with the Administrative Agent and the Banks, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the an “Indemnified PartiesParty”) harmless for, from and against any Liability that and all losses, liabilities, claims or damages (and any related reasonable and documented legal fees and disbursements of counsel and costs of investigations) to which any Indemnified Party may be asserted against the Indemnified Parties become subject, insofar as a result of any actionsuch losses, suitliabilities, demand, claims or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising damages arise out of or in any manner related to or resulting result from Lessee Parties’ operations on the Lease Area, including without limitation (ai) any violation actual or proposed use by such Borrower of applicable Law, including the proceeds of the Loans or breach by such Borrower of the Loan Documents to which it is a party or (without limitationii) any Environmental Lawinvestigation, litigation, arbitration or other proceeding (including any threatened investigation or proceeding), whether or not such Borrower and/or any Indemnified Party is a party thereto, relating to the foregoing, and such Borrower shall reimburse such Indemnified Party upon demand for any reasonable and documented expenses (including any legal fees and fees of engineers, environmental consultants and similar technical personnel) incurred in connection with any such investigation or proceeding (but excluding any such losses, liabilities, claims, damages or expenses found in a final non-appealable judgment of a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s breach in bad faith of its obligations hereunder or from the Lessee Parties’ operations on gross negligence or willful misconduct of such Indemnified Party). Each Indemnified Party will give the Lease Areaapplicable Borrower reasonably prompt notice of the commencement of any action or proceeding as to which it is entitled to indemnification hereunder; (b) provided, however, that the failure of any breach of Lessee Parties’ representationsIndemnified Party to give any such notice shall not relieve such Borrower from its obligations hereunder, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and except to the extent that such Liability is caused Borrower has been materially prejudiced by such failure. In no event shall any Indemnified Party be liable for any special, indirect, consequential or punitive damages in connection with this Agreement, the negligence Notes, the Loans or intentional misconduct the use of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseproceeds thereof.
Appears in 1 contract
Sources: Loan Agreement (Ternium S.A.)
General Indemnification. Subject The Seller and the Parent agree, jointly and severally, to indemnify and hold harmless the provisions of this LeaseBuyer and its Affiliates and their respective directors, ▇▇▇▇▇▇ assumes responsibility for officers and employees (the work done by Lessee"Buyer Indemnitees") from and against (A) any and all payments, its Affiliatesdamages, servantsclaims, employeesdemands, subcontractorslosses, agentsexpenses, granteescosts, inviteesobligations and liabilities, or independent contractors including reasonable attorneys' fees, but excluding lost profits and consequential damages (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify"Damages"), defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that which may be asserted against or sustained or incurred by the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity)Buyer Indemnitees in connection with, arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (ai) any violation inaccuracy in, misrepresentation, breach or alleged breach of applicable Lawany of the representations, including warranties, agreements, commitments, obligations, covenants or conditions made by the Seller or the Parent hereunder; (without limitationii) the Excluded Liabilities; (iii) the failure of the transfer and assignment of the Acquired Assets from the Seller to the Buyer to cause the Buyer to acquire such title to the Acquired Assets as is represented and warranted by the Seller in this Agreement and the Disclosure Schedule, unless such failure is caused by the action of the Buyer; and (iv) any Environmental Lawbreach of any obligation arising under the Assumed Contracts on or prior to the Closing Date; and (B) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by the Buyer Indemnitees in connection with the Lessee Parties’ operations enforcement of their respective rights hereunder. To the full extent permitted by law, the Seller and the Parent covenant on behalf of themselves and their Affiliates not to ▇▇▇ any of the Lease Area; (b) Buyer Indemnitees regarding any breach matters referenced in this Section 9.2. Notwithstanding the foregoing, the Seller and its Affiliates shall have the right to enforce the performance of Lessee Parties’ representationsthe Buyer's covenants and obligations set forth in this Agreement or the other agreements contemplated hereby, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability that the Seller or its Affiliate is caused by a party thereto or otherwise entitled to the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasethereunder.
Appears in 1 contract
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”a) on the Lease Area Sellers hereby jointly and specifically shall indemnify, defend, severally indemnify and hold Lessorharmless Purchasers, its their Affiliates, and their respective officers, insurers, agents, contractorsdirectors, employees, licenseesand advisers, lessees, EXECUTION COPY invitees, successors, within the percentage liability set in Section 6.38 above and assigns (individually and collectively, for the “Indemnified Parties”) harmless for, amount in excess of an initial cumulative allowance of €30,000 from and against all losses, liabilities, costs, damages and expense (including reasonable legal fees and expenses) (collectively, “Losses”) suffered or incurred by any Liability that may be asserted against such indemnified party to the Indemnified Parties as a result extent arising from, connected with or related to (i) breach of any action, suit, demand, representation or proceeding commenced warranty of Sellers in this Agreement; (ii) breach of any covenant or asserted undertaking of Sellers in this Agreement; (iii) the Excluded Liabilities; and (iv) the Callaert Litigation;
(b) Sellers will be responsible for any opposition lodged by any person of Sellers’ creditors with respect to any liability to be retained by Sellers and Sellers will proceed at their own cost satisfying any such creditor claims in such manner as to avoid Purchasers being obliged to satisfy the claims of any such creditors. Sellers will indemnify and hold harmless Purchasers for any liability, costs or entity expenses incurred by Purchasers with respect to any such claims; and
(includingc) Purchasers hereby jointly and severally indemnify and hold harmless Sellers, without limitationtheir Affiliates, and their respective officers, directors, employees and advisors within the percentage liability set in Section 6.38 above from and against all Losses suffered or incurred by any governmental entity)such indemnified party to the extent arising from (i) breach of any representation or warranty of Purchasers in this Agreement; and (ii) breach of any covenant or undertaking of Purchasers in this Agreement. All Losses suffered by one or more Affiliates of Purchasers (which will include Maco after the Closing) or one or more Affiliates of Sellers will be deemed to have been directly suffered by Purchasers or Sellers, arising out as appropriate, on a dollar-for-dollar basis and will entitle Purchasers and Sellers to indemnification from the Indemnifying Party pursuant to Article VIII. Notwithstanding Section 8(a) and 8(b) above, Sellers shall have no liability for any Losses in excess of or in any manner related €7,000,000; however, this limit shall not apply to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation breach of applicable Law, including (without limitation) any Environmental Law, in connection with Sellers’ representations and warranties of which Seller had actual knowledge at any time prior to the Lessee Parties’ operations date on the Lease Areawhich such representation and warranty is made; (b) any breach intentional violation by Seller of Lessee Parties’ representations, warranties, any covenant or obligations under this Leaseobligation; or (c) the Callaert Litigation and any actsagency or distributor contract disputes against Maco or its successor or assigns. Notwithstanding Section 8(c) above, omissions, activities, or operations hereunder Purchasers shall have no liability for any Losses in excess of Lessee Parties€1,000,000; and/or however this limit shall not apply to (da) any mining, drilling, breach of any Purchasers’ representations and smelting activities by the Lessee Parties on the Lease Area and warranties of which Purchasers had actual knowledge at any products, waste, and byproducts arising therefrom; unless and time prior to the extent date on which such Liability representation and warranty is caused made; and (b) any intentional violation by the negligence Purchasers of any covenant or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseobligation.
Appears in 1 contract
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”a) on the Lease Area and specifically Borrower shall indemnify, defenddefend and hold Lender and Trustee harmless against: (i) any and all claims for brokerage, leasing, finder's or similar fees which may be made relating to the Property or the Debt, and hold Lessor(ii) any and all liability, its Affiliatesobligations, losses, damages, penalties, claims, actions, suits, costs and their respective officersexpenses (including Lender's reasonable attorneys' fees, insurerstogether with reasonable appellate counsel fees, agentsif any) of whatever kind or nature which may be asserted against, contractorsimposed on or incurred by Lender or Trustee in connection with the Debt, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelythis Security Instrument, the “Indemnified Parties”) Property, or any part thereof, or the exercise by Lender or Trustee of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless for, Lender from and against any Liability that may be asserted against the Indemnified Parties as a result and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of any action, suit, demand, Lender's willful misconduct or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; gross negligence.
(b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys' fees (together with reasonable appellate counsel fees, if any). The right to such attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the type described in this Subsection 11.1 (b), whether or not any such litigation or claim is prosecuted to judgment, shall be deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of Lessee Parties’ representationsany of the terms hereof or to recover any sum secured hereby. Borrower shall pay to Lender its reasonable attorneys' fees (together with reasonable appellate counsel fees, warrantiesif any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the services of an attorney or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingattorneys to protect its rights hereunder, and smelting activities in the event of such engagement following any breach by the Lessee Parties on the Lease Area Borrower, Borrower shall pay Lender reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and any productsexpenses incurred by Lender, waste, whether or not an action is actually commenced against Borrower by reason of such breach. All references to "attorneys" in this Subsection 11.1 (b) and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes elsewhere in this Security Instrument shall include without limitation any claims for: injury to attorney or death of persons; damage to property; nuisance; mechanics’ law firm engaged by Lender and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancesLender's in-house counsel, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits references to "fees and expenses" in this Subsection 11.l(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or other legal proceedings that may be brought or instituted against law firm and any allocation charges and allocation costs of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseLender's in-house counsel.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (First Potomac Realty Trust)
General Indemnification. Subject to (a) The Seller, from and after the provisions of this LeaseInitial Closing, ▇▇▇▇▇▇ assumes responsibility for the work done by LesseeSOP Closing, the Tranche 1 Earn-Out Closings and the Tranche 2 Earn-Out Closings, shall defend, protect, indemnify and hold harmless the Purchaser, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, Affiliates and their respective officers, insurersdirectors, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, employees and assigns agents (individually and collectively, the “Purchaser Indemnified PartiesPersons”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses (including reasonable attorneys’ fees and disbursements) in connection therewith (collectively, the “Indemnified Liabilities”), incurred by the Purchaser as a result or other legal proceedings that may be brought consequence of or instituted arising out of: (i) any misrepresentation or breach of any representation or warranty made by the Seller in this Agreement;(ii) any breach of any covenant, agreement or obligation of the Seller contained in this Agreement; (iii) the Excluded Liabilities or the assertion thereof against any of the Purchaser Indemnified Parties Persons (the “Excluded Liabilities Assertion”); (iv) the Reorganization (the “Reorganization Liabilities”); or Lease Area on (v) any such Liability claim or determination by the Mainland China Tax Authority that the Purchaser be responsible for any withholding or deduction in respect of delivery of Consideration Shares under this Agreement (and any related penalties, charges, surcharges, fines and interest relating thereto) (the “Withholding Tax Liabilities”).
(b) The Purchaser, from and after the Initial Closing, the SOP Closing, the Tranche 1 Earn-Out Closings and the Tranche 2 Earn-Out Closings, shall pay defend, protect, indemnify and hold harmless the Seller, its Affiliates and their respective officers, directors, employees and agents (collectively, “Seller Indemnified Persons”) from and against any and all Indemnified Liabilities incurred by the Seller as a result of or satisfy arising out of (i) any judgment misrepresentation or decree that may be rendered breach of any representation or warranty made by the Purchaser in this Agreement, (ii) any breach of any covenant, agreement or obligation of the Purchaser contained in this Agreement, or (iii) the Assumed Liabilities or the assertion thereof against any of the Seller Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeasePersons.
Appears in 1 contract
General Indemnification. Subject to (a) If, after the provisions of this LeaseClosing Date, ▇▇▇▇▇▇ assumes responsibility for Buyer, the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and Company and/or their respective officers, insurers, agents, contractorsdirectors, employees, licensees, lessees, EXECUTION COPY invitees, successors, Affiliates and/or agents (each a “Buyer Indemnitee” and assigns (individually and collectively, together the “Indemnified PartiesBuyer Indemnitees”) harmless forsuffer any damages, from and against any Liability that may be asserted against the Indemnified Parties as a result losses, liabilities, obligations, claims of any actionkind, suit, demand, interest or proceeding commenced or asserted by any person or entity expenses (including, without limitation, any governmental entityreasonable attorneys’ fees and expenses) (“Loss”), as a result of, in connection with, or arising out of (i) the failure of any representation or warranty made by the Company or Seller contained in Article III of this Agreement to be true and correct (A) as of the date of this Agreement, or (B) (x) as of the Closing Date or (y) as of the date when made in the case of any manner related representation or warranty which specifically relates to or resulting from Lessee Parties’ operations on the Lease Areaan earlier date, including without limitation as applicable, (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (bii) any breach by the Company of Lessee Parties’ representations, warrantiesany of its covenants or agreements contained herein which are to be performed by the Company on or before the Closing Date, or (iii) any breach by Seller of any of its covenants or agreements contained herein, then, subject in all cases to the other provisions of this Article VIII, or (iv) the Pending Tax Liability or further obligations under this Lease; (c) any actsthe ABS Agreement, omissionsif any, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused amounts were not paid or reserved against prior to Closing, Seller agrees to indemnify and hold harmless such Buyer Indemnitee(s) and such Buyer Indemnitee(s) shall be entitled to be reimbursed the amount of such Loss, subject to the limitations set forth in Section 8.4. Any such reimbursement or indemnity payments shall be made from the Escrow Account, provided, if such Loss occurs after termination of the Escrow Account or exhaustion of the Escrow Fund, Seller shall indemnify Buyer Indemnitee(s) for the amount of the Loss to the extent not covered by the negligence Escrow Account.
(b) After the Closing, each of Buyer and the Company agrees to indemnify, defend and hold harmless Seller and its officers, directors, employees, Affiliates and/or agents (each a “Seller Indemnitee” and together the “Seller Indemnitees”) from any Loss as a result of, in connection with, or intentional misconduct arising out of (i) the failure of any representation or warranty made by Buyer in this Agreement contained in Article IV of this Agreement to be true and correct (A) as of the Indemnified Parties. This includes without limitation date of this Agreement or (B)(x) as of the Closing Date or (y) as of the date when made in the case of any claims for: injury representation or warranty which specifically relates to or death an earlier date, as applicable, (ii) any breach by Buyer of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of its covenants or agreements contained herein.
(c) The obligations to indemnify and hold harmless pursuant to clauses 8.2(a) and 8.2(b) shall survive the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any consummation of the Indemnified Parties or Lease Area transactions contemplated hereby for the period set forth in any Section 8.1, except for claims for indemnification pursuant to such action, suit or legal proceeding clauses asserted prior to the end of such period which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseuntil final resolution thereof.
Appears in 1 contract
General Indemnification. Subject The Company and MDCM severally but not jointly agrees to indemnify and save harmless the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, Investors and their respective directors, officers, insurersaffiliates, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, successors and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any actionand all losses, suitliabilities, demanddeficiencies, or proceeding commenced or asserted by any person or entity costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Investors as a result of any governmental entity)inaccuracy in or breach of the representations, arising out of warranties or covenants made by the Company or MDCM herein or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified PartiesRelated Agreements. This includes without limitation any claims for: injury Each Investor and MDCM severally but not jointly agrees to or death of persons; damage to property; nuisance; mechanics’ indemnify and materialmen’s liens; workers’ compensation save harmless the Company and unemployment taxes; fires; timber trespass; fines its directors, officers, affiliates, successors and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface assigns from and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actionslosses, suits liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by any such Person as a result of any inaccuracy in or other legal proceedings that may be brought breach of the representations, warranties or instituted covenants made by the Investors or MDCM herein. The Company and each Investor severally but not jointly agrees to indemnify and save harmless MDCM and its directors, officers, affiliates, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorney's fees, charges and disbursements) incurred by MDCM as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Investors herein or by the Company herein or in any of the Indemnified Parties Related Agreements. MDCM shall have no indemnification obligation hereunder to the extent the claim, liability, loss or Lease Area damages arises from (i) specifications provided by the Company for modifications to the Openclose Code; (ii) derivative works created by the Company based on any the Openclose Code, provided, that the Openclose Code itself would not give rise to such Liability and shall pay or satisfy any judgment or decree that may be rendered against any a claim, (iii) use of the Indemnified Parties or Lease Area Openclose Code in any combination with non-MDCM approved third party products, including hardware and software, provided that the Openclose Code itself would not give rise to such actiona claim, suit or legal proceeding which may result therefrom. Without limiting the generality (iv) modifica- tions of the foregoingOpenclose Code by a party other than MDCM, ▇▇▇▇▇▇ assumes liability for actions brought by any provided, that the Openclose Code itself would not give rise to such a claim, and (v) failure of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited Company to implement any improvement or updates to the Openclose Code provided by any workers’ compensationMDCM, benefits if the infringement claim would have been avoided by the use of the improvement or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseupdates.
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General Indemnification. (a) Subject to the provisions limitations set forth in this Article X, each Company Holder shall, from and after the Closing Date, severally and not jointly (based on the proportion of the Merger Consideration that has been received by such Company Holder under this LeaseAgreement bears to the total Merger Consideration that has been received by all Company Holders under this Agreement), ▇▇▇▇▇▇ assumes responsibility for indemnify, defend and hold harmless from and after the work done by LesseeClosing Date, its AffiliatesParent, servantsAcquisition Sub and the Surviving Corporation and each of their respective present and former officers, directors, employees, subcontractors, agents, granteesrepresentatives, inviteesassigns, or independent contractors successors and Affiliates (collectivelyeach, an “Lessee Parties”) on the Lease Area Indemnified Party” and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, collectively the “Indemnified Parties”) harmless for), from and against any Liability that may be asserted against and all Liabilities, losses, claims, damages (including solely with respect to Third Party Claims and not with respect to any other claims, punitive, special, consequential, “lost profits”, diminution in value, exemplary or similar damages claimed by such third Person), causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, Judgments, settlement payments, deficiencies, Taxes, penalties, fines and costs and expenses (including reasonable attorneys’ fees and disbursements of every kind, nature and description) (collectively, “Damages”), related to or arising, directly or indirectly, out of or caused by any of the Indemnified Parties as a result following:
(i) the failure of any actionrepresentation or warranty of the Company set forth herein to be true and correct in all respects as of the Agreement Date and as of the Closing Date (in each case as qualified by the Company Disclosure Schedules) or the failure of any representation or warranty of the Company set forth in any certificate, suitdocument or other instrument delivered by or on behalf of the Company pursuant to Section 7.2 to be true and correct in all respects, demanddisregarding for purposes of this Section 10.1(a)(i) all knowledge, materiality and similar qualifications contained therein for purposes of calculating Damages but not for purposes of determining whether an inaccuracy or proceeding commenced breach has occurred;
(ii) any failure or asserted refusal by the Company (prior to the Effective Time) or the Representative (after the Effective Time) to fully satisfy, comply with or perform any person covenant or entity agreement contained in this Agreement or in any certificate, document or other instrument delivered pursuant to Section 7.2 of this Agreement required to be performed by the Company (prior to the Effective Time) or the Representative (after the Effective Time);
(iii) any Dissenting Share Payments;
(iv) the failure of any item set forth in the Allocation Certificate to be accurate, true and correct in all respects as of the Closing (or if updated by the Representative following Closing as required by Section 2.13(b) or Section 2.14(b), as of the time of such update);
(v) any Taxes of the Company attributable to any Pre-Closing Tax Period (to the extent such Taxes exceed the aggregate amount accrued in the calculation of Working Capital for Taxes attributable to any Pre-Closing Tax Period);
(vi) regardless of any disclosure on the Company Disclosure Schedules or any action taken with respect to a shareholder vote in accordance with Section 6.3(c) of this Agreement, the treatment as an “excess parachute payment” (within the meaning of Code Section 280G(b)) of any payment made by the Company on or prior to the Closing Date or otherwise required to be paid pursuant to a written or oral contract or agreement or otherwise by Parent, the Company, the Surviving Corporation or their respective Affiliates before, on or after the Closing Date, including, without limitation, any governmental entity)portion of the Merger Consideration;
(vii) the failure of the Company to have obtained, arising out prior to the Effective Time, the exclusive right to develop, manufacture, perform, sell and commercialize any Commercial Product being developed, planned, manufactured, sold, performed or commercialized by the Company or any of or its Subsidiaries as of the Effective Time, subject to any limitations contained in any manner related to license agreement listed in the Company Disclosure Schedules, free from any claim, demand, liability or resulting obligation arising from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, or in connection with the Lessee assertion of infringement or misappropriation of Intellectual Property rights by any third party against the Indemnified Parties’ operations on ; or
(viii) any Change of Control Payments, including any payments made following the Lease Area; Closing, that were not included in the Closing Payment Reduction Amount.
(b) any breach of Lessee Parties’ representationsSubject to Section 10.2, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and Escrow Funds shall be available to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of reimburse the Indemnified Parties or Lease Area on for any such Liability and Damages for which they are entitled to be indemnified pursuant to this Section 10.1. Notwithstanding anything in this Agreement to the contrary, only Parent shall pay or satisfy be entitled to directly enforce any judgment or decree indemnification rights of any Indemnified Parties that they may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect entitled to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasehereunder.
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General Indemnification. Subject (i) In addition to the provisions other indemnities contained herein, and notwithstanding the existence of this Lease, ▇▇▇▇▇▇ assumes responsibility any insurance carried by or for the work done by Lesseebenefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and its Affiliatesprincipals, servantspartners, officers, members, directors, shareholders, employees, subcontractorsmanagers, agents, grantees, invitees, or independent contractors agents and servants (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Landlord Indemnified Parties”) harmless for; each individually, a “Landlord Indemnified Party”), from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against the Landlord Indemnified Parties (excluding any Liability indirect, special, punitive or consequential damages as provided in Section 41.3) by reason of any of the following (in each case, other than to the extent resulting from Landlord’s gross negligence or willful misconduct or default hereunder or the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise)): (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Facility (or any part thereof) or adjoining sidewalks under the control of Tenant or any Subtenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Facility (or any part thereof); (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (iv) any claim for malpractice, negligence or misconduct committed by Tenant or any Person on or from the Facility (or any part thereof); (v) the violation by Tenant of any Legal Requirement (including any Gaming Regulations) or Insurance Requirements; (vi) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant; (vii) any lien or claim that may be asserted against the Facility (or any part thereof) arising from any failure by Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof); (viii) any third-party claim asserted against Landlord as a result of Landlord being a party to the MLSA, so long as such claim does not result from Landlord’s actions; (ix) all amounts actually payable by a Landlord Indemnified Parties Party to any Fee Mortgagee Securitization Indemnitee under any Existing Fee Mortgage Document as in effect as of the Commencement Date in the nature of indemnification as a result of any actionTenant Securitization Certification being inaccurate and (x) any matter arising out of Tenant’s (or any Subtenant’s) management, operation, use or possession of the Facility or any business or other activity carried on, at, from or in relation to the Facility (including any litigation, suit, demandproceeding or claim asserted against Landlord). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, or, with respect to amounts payable by Tenant under the foregoing clause (ix), when such amounts become payable under the applicable Fee Mortgage Document, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable, or proceeding commenced by employees, agents, assignees, contractors, subcontractors or asserted by others acting for or on behalf of Tenant or any person Subtenant or entity any Subsidiary, as applicable (including, without limitation, any governmental entityManager or anyone acting by, through or on behalf of Manager) (whether or not they are negligent, intentional, willful or unlawful), arising out shall be strictly attributable to Tenant.
(ii) Notwithstanding the existence of any insurance carried by or in for the benefit of Landlord or Tenant, and without regard to the policy limits of any manner related to or resulting such insurance, Landlord shall protect, indemnify, save harmless and defend Tenant and its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Tenant Indemnified Parties”; each individually, a “Tenant Indemnified Party”) from Lessee Parties’ operations on the Lease Areaand against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including without limitation reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against the Tenant Indemnified Parties (aexcluding any indirect, special, punitive or consequential damages as provided in Section 41.3) any violation by reason of applicable Law(A) Landlord’s gross negligence or willful misconduct hereunder, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and other than to the extent such Liability is caused by the resulting from Tenant’s gross negligence or intentional willful misconduct or default hereunder, and (B) the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise). Any amounts which become payable by Landlord under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Indemnified Parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ Landlord, with its counsel and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own its sole cost and expense, shall contest, resist and defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actionssuch claim, suits action or other legal proceedings that may be brought proceeding asserted or instituted against any of the Tenant Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions For purposes of this Section 10.6 Article XXI, any acts or omissions of Landlord, or by employees, agents, contractors, subcontractors or others acting for or on behalf of Landlord (whether or not they are negligent, intentional, willful or unlawful), shall survive termination or expiration of this Leasebe strictly attributable to Landlord.
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General Indemnification. Subject (a) The Selling Shareholders hereby jointly and severally agree promptly on demand to the provisions of this Leaseindemnify, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseedefend and hold harmless Buyer, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity subsidiaries (including, without limitation, the Companies) and Affiliates and their respective directors, officers and employees, agents, controlling persons, counsel and consultants and the successors and assigns of any of them (collectively, the “Buyer Group”) from, against and in respect of any losses, liabilities, obligations, damages (including governmental entitypenalty or punitive damages, but excluding, as between the parties hereto, consequential damages or claims for lost profits), deficiencies, claims, suits, proceedings, charges, actions, demands, causes of action, judgments, taxes, interest, penalties, costs and expenses (including without limitation settlement costs and reasonable attorneys’ fees and disbursements and other reasonable expenses incurred in investigating, preparing or defending any Third Party Claim (as defined in Section 9.3(b) hereof)) (collectively, “Losses”) imposed on, asserted against, sustained, incurred or suffered by any such member of the Buyer Group, as a result or arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with any of the Lessee Parties’ operations on the Lease Area; following:
(bi) any breach of Lessee Parties’ representationsany representation or warranty of the Company or the Selling Shareholders contained in this Agreement or in any Exhibit, warrantiesAppendix or Schedule hereto or any other Transaction Document;
(ii) any breach of any agreement or covenant of the Selling Shareholders contained in this Agreement; and
(iii) the reasonable costs of enforcing the rights of the Buyer and the other members of the Buyer Group hereunder.
(b) Buyer hereby agrees promptly on demand to indemnify, defend and hold harmless the Selling Shareholders and their respective Affiliates (excluding the Companies) and the successors and assigns of any of them (collectively, the “Seller Group”) from, against and in respect of any Losses imposed on, asserted against, sustained, incurred or obligations under suffered by any such member of the Seller Group, as a result or arising out of or in connection with any of the following:
(i) any breach of any representation or warranty of Buyer contained in this LeaseAgreement or in any Exhibit, Appendix or Schedule hereto; and
(ii) any breach of any agreement or covenant of Buyer contained in this Agreement.
(c) any acts, omissions, activities, or operations hereunder Any claim made pursuant to Section 9.2 is referred to as an “Indemnification Claim.”
(i) The Buyer Group will not be entitled to seek indemnification under Section 9.2(a)(i) for Losses unless and until the aggregate amount of Lessee Parties; and/or (d) any mining, drilling, and smelting activities all Buyer Group Losses incurred by the Lessee Parties on Buyer Group exceeds $250,000 (the Lease Area and “Threshold Amount”). In the event that the aggregate of all Buyer Group Losses for which the Selling Shareholders, individually or in the aggregate, are obligated to provide indemnification under Section 9.2(a)(i) exceeds the Threshold Amount, the Buyer Group will be entitled to seek indemnification in respect of all Buyer Group Losses for which any productsSelling Shareholder is obligated to provide indemnification under Section 9.2(a)(i); provided, wastehowever, and byproducts arising therefrom; unless and to that the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder Threshold Amount shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties apply (i) with respect to breaches of the representations and warranties contained in Sections 3.1, 3.3, 3.9, 3.19, 3.27, 4.1 and 4.4; and (ii) in cases of fraud or intentional misrepresentation or breach of warranty.
(ii) The Seller Group will not be entitled to seek indemnification under Section 9.2(b)(i) for Losses unless and until the aggregate amount of all Seller Group Losses incurred by the Seller Group exceeds the Threshold Amount. In the event that the aggregate of all Seller Group Losses for which Buyer is obligated to provide indemnification under Section 9.2(b)(i) exceeds the Threshold Amount, the Seller Group will be entitled to seek indemnification only in respect of all Seller Group Losses for which Buyer is obligated to provide indemnification under Section 9.2(b)(i); provided, however, that the Threshold Amount shall not apply (i) with respect to breaches of the representations and warranties contained in Sections 5.1 and 5.5; and (ii) in cases of fraud or intentional misrepresentation or breach of warranty.
(e) In no event shall the Selling Shareholders aggregate obligation to indemnify for Buyer Group Losses under Section 9.2(a) (except (i) with respect to breaches of the representations and warranties contained in Sections 3.1, 3.3, 3.9, 3.19, 3.27, 4.1 and 4.4; and (ii) in cases of fraud or intentional misrepresentation or breach of warranty) exceed the sum of (i) the greater of (x) the fair market value of the Escrowed Shares on the Closing Date and (y) the fair market value of the Escrowed Shares on the date any claim Indemnification Claim is made hereunder, (ii) the amount of the Cash Earnout Payment and (iii) the greater of (x) the fair market value of the Stock Earnout Payment on the date the shares of Buyer Common Stock constituting the Stock Earnout Payment are issued and (y) the fair market value of the Stock Earnout Payment on the date any Indemnification Claim is made hereunder. In no event shall Buyer’s aggregate obligation to indemnify for Seller Group Losses under Section 9.2(b) exceed $5,000,000 (except in cases of fraud or injury arising intentional misrepresentation or breach of warranty).
(f) In accordance with the provisions of the Escrow Agreement, Buyer shall be entitled, from time to time, to receive from the operations Escrow Agent the portion of Lessee Parties under this Lease and Escrowed Shares having a value equal to the presence Losses of Lessee Parties on the Lease AreaBuyer Group as to which Buyer Group is entitled to indemnification hereunder. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ right to receive such Escrowed Shares shall be Buyer’s sole remedy for Losses that it is entitled to indemnification for hereunder, other than (i) breaches of the representations and ▇▇▇▇▇▇. The provisions warranties contained in Sections 3.1, 3.3, 3.9, 3.19, 3.27, 4.1 and 4.4, and (ii) fraud or intentional misrepresentation or breach of this Section 10.6 shall survive termination or expiration of this Leasewarranty.
Appears in 1 contract
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”a) on the Lease Area and specifically Borrower shall indemnify, defenddefend and hold Lender and Trustee harmless against: (i) any and all claims, by, through or under Borrower, for brokerage, leasing, finder’s or similar fees which may be made relating to the Property or the Debt, and hold Lessor(ii) any and all liability, its Affiliatesobligations, losses, damages, penalties, claims, actions, suits, costs and their respective officersexpenses (including Lender’s reasonable attorneys’ fees, insurerstogether with reasonable appellate counsel fees, agentsif any) of whatever kind or nature which may be asserted against, contractorsimposed on or incurred by Lender or Trustee in connection with the Debt, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelythis Security Instrument, the “Indemnified Parties”) Property, or any part thereof, or the exercise by Lender or Trustee of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless for, Lender from and against any Liability that may be asserted against the Indemnified Parties as a result and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of any action, suit, demand, Lender’s willful misconduct or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; gross negligence.
(b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any). The right to such attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the type described in this Subsection 11.1(b), whether or not any such litigation or claim is prosecuted to judgment, shall be deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of Lessee Partiesany of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ representationsfees (together with reasonable appellate counsel fees, warrantiesif any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the services of an attorney or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingattorneys to protect its rights hereunder, and smelting activities in the event of such engagement following any breach by the Lessee Parties on the Lease Area Borrower, Borrower shall pay Lender reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and any productsexpenses incurred by Lender, waste, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection 11.1(b) and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes elsewhere in this Security Instrument shall include without limitation any claims for: injury to attorney or death of persons; damage to property; nuisance; mechanics’ law firm engaged by Lender and materialmenLender’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancesin-house counsel, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits references to “fees and expenses” in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or other legal proceedings that may be brought or instituted against law firm and any allocation charges and allocation costs of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. LesseeLender’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasein-house counsel.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Inland American Real Estate Trust, Inc.)
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”a) on the Lease Area and specifically Borrower shall indemnify, defenddefend and hold Lender and Trustee harmless against: (i) any and all claims for brokerage, leasing, finder's or similar fees which may be made relating to the Property or the Debt, and hold Lessor(ii) any and all liability, its Affiliatesobligations, JPMORGAN CHASE BANK 38 losses, damages, penalties, claims, actions, suits, costs and their respective officersexpenses (including Lender's reasonable attorneys' fees, insurerstogether with reasonable appellate counsel fees, agentsif any) of whatever kind or nature which may be asserted against, contractorsimposed on or incurred by Lender or Trustee in connection with the Debt, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelythis Security Instrument, the “Indemnified Parties”) Property, or any part thereof, or the exercise by Lender or Trustee of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless for, Lender from and against any Liability that may be asserted against the Indemnified Parties as a result and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of any action, suit, demand, Lender's willful misconduct or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; gross negligence.
(b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys' fees (together with reasonable appellate counsel fees, if any). The right to such attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the type described in this Subsection 11.1(b), whether or not any such litigation or claim is prosecuted to judgment, shall be deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of Lessee Parties’ representationsany of the terms hereof or to recover any sum secured hereby, warrantiesBorrower shall pay to Lender its reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the services of an attorney or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingattorneys to protect its rights hereunder, and smelting activities in the event of such engagement following any breach by the Lessee Parties on the Lease Area Borrower, Borrower shall pay Lender reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and any productsexpenses incurred by Lender, waste, whether or not an action is actually commenced against Borrower by reason of such breach. All references to "ATTORNEYS" in this Subsection 11.1(b) and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes elsewhere in this Security Instrument shall include without limitation any claims for: injury to attorney or death of persons; damage to property; nuisance; mechanics’ law firm engaged by Lender and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancesLender's in-house counsel, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits references to "FEES AND EXPENSES" in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or other legal proceedings that may be brought or instituted against law firm and any allocation charges and allocation costs of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseLender's in-house counsel.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (First Potomac Realty Trust)
General Indemnification. (a) Subject to the other provisions of this LeaseArticle 10, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseeeach Seller shall, its Affiliatesseverally but not jointly based on each Seller’s Pro Rata Share, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, defend and hold Lessoreach of Parent, its AffiliatesMerger Sub, the Company and their respective officers, insurers, agents, contractorsdirectors, employees, licenseespartners, lesseesstockholders, EXECUTION COPY inviteesAffiliates, successorsagents and representatives, and any successors or assigns of any of the foregoing (individually each, a “Purchaser Indemnitee”), harmless from any damages, losses, liabilities, Taxes, obligations, claims of any kind, interest or expenses (including reasonable attorneys’ fees and expenses) (collectively, the “Indemnified PartiesLosses”) harmless for, from and against any Liability actually incurred or sustained that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising arise out of or in any manner related to result, directly or resulting from Lessee Parties’ operations on the Lease Areaindirectly, including without limitation from: (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (bi) any breach of Lessee Partiesany representation or warranty (other than the Tax Representations, which shall be governed exclusively by Section 7.2) made by the Company, the Sellers or the Representative (A) contained in this Agreement or (B) in any certificate or other instrument or document delivered by the Company to Parent and Merger Sub pursuant to this Agreement (provided that for the purposes of the foregoing clause (i), qualifications as to material, materiality, Company Material Adverse Effect or other qualifiers of similar import contained in such representations and warranties shall not be given effect for determining whether a breach of such representations and warranties has occurred or for purposes of calculating any Losses), (ii) any breach by the Sellers or the Representative or, prior to Closing, the Company, of any of their respective covenants or agreements contained herein (other than those relating to Taxes, which shall be governed exclusively by Section 7.2), (iii) any payment in respect of Appraisal Shares in excess of the consideration that otherwise would have been payable in respect of such Appraisal Shares in accordance with this Agreement had such Sellers not pursued their rights to appraisal under the DGCL, and any costs or expenses (including reasonable attorneys’ representationsfees) in connection with any Proceeding in respect of any Appraisal Shares; (iv) the failure of any item set forth in the Merger Consideration Allocation Schedule to be accurate, warrantiestrue and correct in all respects as of the Closing; (v) any claims by (x) any Seller relating to or arising out of the misallocation of Merger Consideration among the Sellers by the Company, the Representative or obligations under the Paying Agent (including payments made by Parent or the Surviving Corporation at the direction of the Representative or the Paying Agent and the misallocation of distributions to the Sellers out of the Escrow Amount, if any) and (y) any Person after the Effective Time for payment relating to equity securities of Company issued and outstanding immediately prior to the Effective Time (including the Eligible Options and RSUs), (vi) any Indebtedness of the Company that is not included in Closing Indebtedness and (vii) any Seller Expenses not taken into account in the Estimated Cash Merger Consideration or the Final Cash Merger Consideration. None of Parent, Merger Sub or the Surviving Corporation shall have any liability with respect to the allocation and payment of proceeds to the former holders of Common Stock and the former holders of Company Options and RSUs resulting from any payments made to such former holders pursuant to this LeaseAgreement. The Sellers and the Representative hereby covenant not to s▇▇ Parent, Merger Sub or the Surviving Corporation for any Losses resulting from their respective reliance on such directions, which includes reliance on the Merger Consideration Allocation Schedule.
(b) Subject to the other provisions of this Article 10, from and after the Closing, Parent and Merger Sub shall, and shall cause the Surviving Corporation to, indemnify, defend and hold each Seller and their respective officers, directors, employees, partners, stockholders, Affiliates, agents and representatives, and any successors or assigns of any of the foregoing (each a “Seller Indemnitee”), harmless from any Losses actually incurred or sustained that arise out of or result, directly or indirectly, from: (i) any breach of any representation or warranty made by Parent or Merger Sub (A) contained in this Agreement or (B) in any certificate or other instrument or document delivered to the Company or the Representative pursuant to this Agreement (provided that for the purposes of the foregoing clause (i), qualifications as to material, materiality, Parent Material Adverse Effect or other qualifiers of similar import contained in such representations and warranties shall not be given effect for determining whether a breach of such representations and warranties has occurred or for purposes of calculating any Losses); and (ii) any breach by Parent or Merger Sub of any of its covenants or agreements contained herein.
(c) any actsThe obligations to indemnify and hold harmless pursuant to this Section 10.2 shall survive the consummation of the transactions contemplated hereby for the applicable periods set forth in Section 10.1, omissionsexcept for claims for indemnification asserted prior to the end of an applicable period (which claims shall survive until final resolution thereof). It is the intention of the Parties that, activitiesother than in the case of fraud, all applicable statutes of limitations or operations hereunder of Lessee Parties; and/or other claims periods with respect to claims for Losses be shortened to the applicable claims periods and survival periods expressly set forth herein.
(d) Notwithstanding anything herein to the contrary, in the event that any miningSeller fails to execute this Agreement or a Joinder prior to the final resolution of any Loss, drilling, and smelting activities then each Seller that has executed this Agreement or a Joinder by such time shall assume its Pro Rata Share of all such non-executing Sellers’ indemnification obligations that would be covered by the Lessee Parties on the Lease Area and any productsEscrow Amount (and, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from claims limited by Section 10.5(a)(iii), the operations Stock Consideration until the 180th Day) pursuant to this Section 10.2. Solely for purposes of Lessee Parties under this Lease the immediately preceding sentence, both the numerator and the presence denominator of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually definition of “Pro Rata Share” shall be interpreted so as to give no effect to the number of shares of Common Stock or Option Shares or RSU Shares held by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions each Seller that fails to execute this Agreement or a Joinder prior to the final resolution of this Section 10.6 shall survive termination or expiration of this Leaseany Loss, determined at the time such Losses are paid by the Seller Indemnitees.
Appears in 1 contract
General Indemnification. Subject to the provisions of this LeaseBorrower shall, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseeat its sole cost and expense, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnifyprotect, defend, indemnify, release and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns harmless the Indemnified Parties (individually and collectively, the “Indemnified Parties”defined below) harmless for, from and against any Liability that and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b)any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any Applicable Laws; (e) any and all claims and demands whatsoever which may be asserted against the Indemnified Parties as a result Lender by reason of any actionalleged obligations or undertakings on its part to perform or discharge any of the terms, suit, demandcovenants, or proceeding commenced agreements contained in any Lease; (f) Borrower's breach of any term, covenant, condition, representation or asserted warranty contained herein; or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan evidenced by the Note and secured by this Security Instrument. Any amounts payable to Lender by reason of the application of this Section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. The term "Losses" shall mean any person and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement of whatever kind or entity nature (including but not limited to attorneys' fees and other costs of defense). The term "Indemnified Parties" shall mean (a) Lender, (b) any prior owner or holder of the Note, (c) any servicer or prior servicer of the Loan, (d) any Investor (defined below) or any prior Investor in any Participations (defined below), (e) any trustees, custodians or other fiduciaries who hold or who have held a full or partial interest in the Loan for the benefit of any Investor or other third party, (f) any receiver or other fiduciary appointed in a foreclosure or other Creditors Rights Laws proceeding, (g) any officers, directors, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, affiliates or subsidiaries of any and all of the foregoing, and (h) the heirs, legal representatives, successors and assigns of any and all of the foregoing (including, without limitation, any governmental entity)successors by merger, arising out consolidation or acquisition of all or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct a substantial portion of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ ' assets and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancesbusiness), environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any cases whether during the term of the Indemnified Parties Loan or Lease Area on any such Liability and shall pay as part of or satisfy any judgment or decree that may be rendered against any following a foreclosure of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseLoan.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Polymer Research Corp of America)
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”a) on the Lease Area and specifically Borrower shall indemnify, defenddefend and hold Lender and Trustee harmless against: (i) any and all claims for brokerage, leasing finder's or similar fees which may be made relating to the Property or the Debt, and hold Lessor(ii) any and all liability, its Affiliatesobligations, losses, damages, penalties, claims, actions, suits, costs and their respective officersexpenses (including Lender's reasonable attorneys' fees, insurerstogether with reasonable appellate counsel fees, agentsif any) of whatever kind or nature which may be asserted against, contractorsimposed on or incurred by Lender or Trustee in connection with the Debt, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelythis Security Instrument, the “Indemnified Parties”) Property, or any part thereof, or the exercise by Lender or Trustee of any rights or remedies granted to it under this Security Instrument: provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless for, Lender from and against any Liability that may be asserted against the Indemnified Parties as a result and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of any action, suit, demand, Lender's willful misconduct or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; gross negligence.
(b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys' fees (together with reasonable appellate counsel fees, if any). The right to such attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the type described in this JPMORGAN CHASE BANK
Subsection 11.1 (b), whether or not any such litigation or claim is prosecuted to judgment, shall be deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of Lessee Parties’ representationsany of the terms hereof or to recover any sum secured hereby, warrantiesBorrower shall pay to Lender its reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the services of an attorney or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingattorneys to protect its rights hereunder, and smelting activities in the event of such engagement following any breach by the Lessee Parties on the Lease Area Borrower. Borrower shall pay Lender reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and any productsexpenses incurred by Lender, waste, whether or not an action is actually commenced against Borrower by reason of such breach. All references to "ATTORNEYS" in this Subsection 11.1(b) and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes elsewhere in this Security Instrument shall include without limitation any claims for: injury to attorney or death of persons; damage to property; nuisance; mechanics’ law firm engaged by Lender and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancesLender's in-house counsel, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits references to "FEES AND EXPENSES" in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or other legal proceedings that may be brought or instituted against law firm and any allocation charges and allocation costs of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseLender's in-house counsel.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (First Potomac Realty Trust)
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”a) on the Lease Area and specifically Borrower shall indemnify, defenddefend and hold Lender and Trustee harmless against: (i) any and all claims, by, through or under Borrower, for brokerage, leasing, finder’s or similar fees which may be made relating to the Property or the Debt, and hold Lessor(ii) any and all liability, its Affiliatesobligations, losses, damages, penalties, claims, actions, suits, costs and their respective officersexpenses (including Lender’s reasonable attorneys’ fees, insurerstogether with reasonable appellate counsel fees, agentsif any) of whatever kind or nature which may be asserted against, contractorsimposed on or incurred by Lender or Trustee in connection with the Debt, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelythis Security Instrument, the “Indemnified Parties”) Property, or any part thereof, or the exercise by Lender or Trustee of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless for, Lender from and against any Liability that may be asserted against the Indemnified Parties as a result and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of any action, suit, demand, Lender’s willful misconduct or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; gross negligence.
(b) If Lender is made a party defendant to any breach of Lessee Parties’ representationslitigation or any claim is threatened or brought against Lender concerning the secured indebtedness, warrantiesthis Security Instrument, the Property, or obligations under this Lease; (c) any acts, omissions, activitiespart thereof, or operations hereunder any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of Lessee Parties; and/or (d) any mining, drilling, such litigation or claim and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expenseBorrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees (together with reasonable appellate counsel acceptable to Lessor in its sole and absolute discretion) against any and all actionsfees, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Areaif any). The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ right to such attorneys’ fees (together with reasonable appellate counsel fees, if any) and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease.expenses
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Inland American Real Estate Trust, Inc.)
General Indemnification. Subject Sublessee hereby agrees to the provisions of this Leasepay, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseeindemnify, and hold Sublessor, its Affiliates, servantsagents, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurersmembers, agentsattorneys-in-fact, contractorslawyers, employees, licensees, lessees, EXECUTION COPY invitees, successors, successors and assigns (individually and collectively, the “Indemnified Parties”) harmless foron an after-tax basis, from and against any Liability that and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, demands, costs, expenses and disbursements of any kind and nature whatsoever (each, a “Claim”), which may be imposed on, incurred by or asserted against any Indemnified Party, but only to the extent such Indemnified Parties Party shall not also be indemnified as a result of to any action, suit, demand, or proceeding commenced or asserted such Claim by any person other Person, in any way relating to or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) Sublessee’s sublease, management, pooling, interchange, time sharing, chartering, possession, use, operation, maintenance, security, condition (after delivery or acceptance of any violation of applicable Lawthe same), registration or re-registration, return, removal, repossession, storage or other disposition of any of the same, or any accident in connection therewith, including Claims involving or alleging environmental damage, criminal acts, hijacking, acts of terrorism or similar acts, including the same that result in injuries, death, destruction, or other harm or loss to persons or property, Persons or property, with respect to the Aircraft or (without limitationb) the breach (including any Environmental LawDefault or Event of Default) or enforcement of any of the terms of the Sublease Documents, in connection provided, that Sublessee shall have no obligation to indemnify an Indemnified Party with respect to Claims directly (a) arising from the Lessee Parties’ operations on the Lease Areagross negligence or willful misconduct or fraud of such Indemnified Party; (b) any breach of Lessee Parties’ representations, warranties, or obligations covered under this LeaseSection 8.2; (c) any acts, omissions, activities, arising from acts or operations hereunder events that occur after redelivery of Lessee Partiesthe Aircraft to Sublessor in accordance with this Sublease; and/or or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by Claims would not have arisen if Sublessor owned the negligence Aircraft rather than leasing the Aircraft from Lessor. In the event that any Indemnified Party receives from any Party, including but not limited to the insurer or intentional misconduct of the Indemnified Parties. This includes without limitation a Lessor Party, any claims for: injury insurance proceeds in good and immediately available funds pursuant to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties liability policies required by Section 7.1(a) or Lease Area on (c) hereof or receives any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties other indemnification payment with respect to any claim monetary Claim for which Sublessee has previously paid to such Indemnified Party in good and immediately available funds an indemnity payment, such Indemnified Party shall refund such indemnity payment to Sublessee solely out of and up to the amount of such insurance proceeds or injury arising from such other payment, as applicable. If any Claim is made against any Indemnified Party, the operations party receiving notice or otherwise becoming aware of Lessee Parties under this Lease and such Claim shall promptly notify the presence other, but the failure of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually party having knowledge of a Claim to so notify the other party shall not relieve Sublessee of any obligation hereunder except to the extent any such failure by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination an Indemnitee to notify Sublessee materially prejudices Sublessee’s ability to limit or expiration of this Leaseavoid by practical means the responsibility to pay the amounts being indemnified hereunder with respect to such Claim.
Appears in 1 contract
General Indemnification. (a) Subject to Section 6.5(c), Section 6.5(d), and the provisions other limitations set forth herein, the Shareholders and the Equityholder shall jointly and severally indemnify the Parent Indemnified Parties and save and hold each of them harmless from and against and pay on behalf of or reimburse such Parent Indemnified Parties for any and all Losses which any such Parent Indemnified Party may suffer as a result of, arising from or in connection with:
(i) any breach or non-fulfillment of any covenant of the Company or the Equityholder under this Agreement;
(ii) any inaccuracies in the Closing Settlement Statement; and
(iii) any breach of any representation or warranty in Section 3.8(e).
(b) Parent shall indemnify the Equityholder Indemnified Parties and save and hold each of them harmless from and against and pay on behalf of or reimburse such Equityholder Indemnified Parties for any Losses which any such Equityholder Indemnified Party may suffer as a result of, arising from or in connection with any breach or non-fulfillment of any covenant of Parent or the Merger Sub under this Agreement.
(c) Neither the Shareholders nor Equityholder shall be liable to any Parent Indemnified Party for any Loss pursuant to or arising under this Agreement to the extent that the aggregate amount of all Losses indemnified by the Shareholders or Equityholder exceeds the Merger Consideration received by the Shareholders or Equityholder hereunder.
(d) Notwithstanding anything to the contrary contained herein: Losses in respect of which a Parent Indemnified Party would otherwise be entitled to indemnification shall be offset by any amounts or benefits received (whether in the form of cash, credit or some other beneficial arrangement) from any third party in respect of such Loss, including in respect of any insurance proceeds, including pursuant to the R&W Insurance Policy (net of any reasonable and documented out-of-pocket expenses incurred in obtaining such recovery, including any deductible under any insurance policy or the retention under the terms of the R&W Insurance Policy) (collectively, the “Third-Party Recovery Proceeds”).
(e) Any Person making a claim for indemnification under this Section 6.5 (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing after receiving written notice of any Proceeding or other claim against it (if by a third party), describing the nature of the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided, that the failure to so notify an Indemnitor shall not relieve an Indemnitor of its obligations hereunder, except to the extent that an Indemnitor is materially prejudiced thereby. The Parties shall cooperate in good faith to resolve any disputed claim for indemnification. Any Indemnitor shall be entitled to participate in the defense of such Proceeding or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the control of the defense thereof by providing notice to the Indemnitee within thirty (30) days of receipt of the notice described in the first sentence of this LeaseSection 6.5(e) and in connection therewith, ▇by irrevocably acknowledging, admitting and agreeing to fully indemnify the Indemnitee for all Losses relating to such claim for indemnification, subject to the terms of this Section 6.5. If the Indemnitor assumes the defense of such claim for indemnification, it shall appoint counsel that is reasonably acceptable to the Indemnitee (which the Parties hereby agree that Winston & S▇▇▇▇▇ assumes responsibility LLP is reasonably acceptable counsel to Equityholder) to be the lead counsel in connection with such defense; provided, that (i) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose if the work done fees and expenses of such separate counsel are borne entirely by Lesseethe Indemnitee; (ii) Equityholder shall not be entitled to assume control of such defense if (A) the claim for indemnification relates to or arises in connection with any criminal Proceeding, (B) the claim primarily seeks an injunction or other equitable relief against a Parent Indemnified Party, (C) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnitee and the Indemnitor, (D) involves any customer or supplier of the Indemnitee or any of their Affiliates and such claim could reasonably be expected to materially impair such Indemnitee’s or its AffiliatesAffiliate’s relationship with such customer or supplier, servants(E) in the circumstances in which Equityholder are the Indemnitor, employeeshas a reasonable likelihood of resulting in Losses that exceed the maximum amount of liability Equityholder would have under this Section 6.5; and (iii) if an Indemnitor shall control the defense of any such claim, subcontractorssuch Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, agentsconditioned or delayed) before entering into any settlement of a claim; provided, granteeshowever, inviteessubject to the limitations set forth in this Section 6.5, an Indemnitor may settle or consent to the entry of judgment in respect of such claim without the consent of the Indemnitee, if such settlement or judgment is for (x) money damages only, (y) includes a full and unconditional release of the Indemnitee from any further liability in respect of such claim and (z) does not contain any admission of wrongdoing on the part of the Indemnitee. The Indemnitee may take any actions reasonably necessary to defend any third party claim prior to the time it receives notice from the Indemnitor that it will assume the defense of such claim. If the Indemnitor makes any payments on any claim pursuant to this Section 6.5, the Indemnitor shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnitee to any insurance benefits or other claims of the Indemnitee with respect to such claim, including any claims against third parties.
(f) For the avoidance of doubt, except in the case of fraud or pursuant to Section 6.5(a)(iii), the Parent Indemnified Parties’ sole and exclusive source of recovery for any Losses due to a breach or misrepresentation of any representations of Equityholder, Shareholders, or independent contractors (collectivelythe Company, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of in this Agreement or in any manner related certificate delivered by Equityholder, Shareholders, or the Company pursuant to or this Agreement shall be recovery from the insurance coverage provided by the R&W Insurance Policy (if acquired by Parent), and, except pursuant to Section 6.5(a)(iii), in no event (including if the R&W Insurance Policy is not acquired) will any Parent Indemnified Party make a claim for indemnification pursuant to this Agreement, including Section 6.5, in respect of any Loss resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representationsany representation or warranty of Equityholder, warrantiesShareholders, or obligations under the Company pursuant to this Lease; (c) Agreement or any actscertificate delivered by Equityholder, omissions, activitiesShareholders, or operations hereunder of Lessee Parties; and/or (d) any miningthe Company pursuant to this Agreement. Subject to the limitations set forth in this Section 6.5, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent Equityholder or Shareholders are liable to any Parent Indemnified Party for any indemnifiable Loss pursuant to Section 6.5(a), then Equityholder or Shareholders shall be required to effect and discharge payment of such Liability indemnifiable Loss within three (3) Business Days after the final, binding determination thereof, by wire transfer of immediately available funds to the Parent Indemnified Party, the amount of such indemnifiable Loss.
(g) To the extent Parent is caused liable to any Equityholder Indemnified Party for any indemnifiable Loss pursuant to Section 6.5(b), then Parent shall be required to effect and discharge payment of such indemnifiable Loss within three (3) Business Days after the final, binding determination thereof, by wire transfer of immediately available funds to the negligence Equityholder Indemnified Party, the amount of such indemnifiable Loss.
(h) To the extent that any Third-Party Recovery Proceeds are recovered by a Parent Indemnified Party after the related indemnification payment has been made by Equityholder or intentional misconduct Shareholders pursuant to this Section 6.5 for the same Loss, in order to prevent any recovery of a Loss more than once in respect of the same Losses suffered, such Parent Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and Party shall pay over to Equityholder or satisfy Shareholders, in cash, the amounts of such Third-Party Recovery Proceeds for which indemnification payments have previously been made by Equityholder or Shareholders, promptly after such Third-Party Recovery Proceeds are actually recovered, but not more than the amount of indemnification payment made by Equityholder or Shareholders pursuant to this Section 6.5.
(i) Notwithstanding anything in this Agreement to the contrary, for the purposes of this Section 6.5, each representation and warranty in this Agreement and the Schedules shall be read without regard and without giving effect to the terms “material”, “in all material respects”, “Material Adverse Effects” or similar phrases or qualifiers contained in such representation or warranty (as if such words or phrases were deleted from such representation and warranty).
(j) The representations and warranties of Equityholder and the Company, and any judgment or decree that may be rendered against any of the Parent Indemnified Parties or Lease Area in any such actionParty right to indemnification with respect thereto, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited affected or deemed waived by reason of any workers’ compensationinvestigation made by or on behalf of any Parent Indemnified Party or by reason of the fact that any Parent Indemnified Party knew, benefits or disability laws should have known, that any such representation and Lessee waives warranty was, or might be, inaccurate.
(k) Notwithstanding anything in this Agreement to the contrary, Equityholder hereby agrees that no Equityholder Indemnified Party will be entitled to seek indemnity, reimbursement or contribution from Parent or any immunity that Lessee may have under Alta Company or any applicable industrial insurance law of their respective officers or act directors for any indemnity or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect other obligation for which Equityholder is liable to any claim or injury arising from the operations of Lessee Parties Parent Indemnified Party under this Lease Agreement.
(l) All indemnification payments under this Section 6.5 shall be deemed adjustments to the Merger Consideration for all purposes, including for income Tax purposes, to the extent permitted by applicable Law.
(m) Except for the R&W Insurance Policy, and subject to Article VII, and except in the presence event of Lessee Parties on fraud, the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 6.5 and Section 8.10 hereof set forth the exclusive rights and remedies of the Parties to seek or obtain monetary damages from any Party with respect to matters arising under or in connection with this Agreement, the Merger, and any certificates, instruments, or agreements executed or delivered in connection herewith or therewith (except as otherwise and to such extent as specifically set forth in such certificate, document, or instrument). Notwithstanding the foregoing, this Section 6.5(n) shall survive termination not operate to (i) interfere with, impede, or expiration limit the rights or obligations of this Leasethe Parties under Article VII, or (ii) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief in accordance with Section 8.10).
Appears in 1 contract
General Indemnification. Subject (a) Except as otherwise provided in this Agreement, the Ground Lease, the Garage License Agreement and/or the Garage Easement Agreement, the Developer agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for City) the work done by LesseeCity, its Affiliates, servantselected and appointed officials, employees, and agents, from all suits, actions, claims, causes of action, administrative proceeding, arbitrations, enforcement actions, costs, demands, judgments and liens to the extent arising out of the Developer's performance or non-performance under this Agreement, or any other agreement executed pursuant to this Agreement, or to the extent arising out of acts or omissions of any of the Developer's contractors, subcontractors, agentsor persons claiming under any of the aforesaid, grantees, invitees, except to the extent directly caused by the City's or independent contractors (collectively, “Lessee Parties”) on the Lease Area its elected and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractorsappointed officials, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, agents willful misconduct or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇gross negligence. The provisions of this Section 10.6 shall survive termination or expiration of the Term or other termination of this Agreement, and shall remain in full force and effect.
(b) Except as otherwise provided in this Agreement, the Ground Lease, the Garage License Agreement and/or the Garage Easement Agreement, the City agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the Developer) the Developer, its officers and board members, employees, and agents, from all suits, actions, claims, causes of action, administrative proceeding, arbitrations, enforcement actions, costs, demands, judgments and liens to the extent arising out of the City's performance or non- performance under this Agreement, or any other agreement executed pursuant to this Agreement, or to the extent arising out of acts or omissions of any of the City's contractors, subcontractors, or persons claiming under any of the aforesaid, except to the extent directly caused by the Developer's or its officers and board members, employees, and agents willful misconduct or gross negligence. The provisions of this Section shall survive expiration of the Term or other termination of this Agreement, and shall remain in full force and effect.
Appears in 1 contract
General Indemnification. Subject to (a) Indemnification Obligations of the provisions of this LeaseLTD Entities. The LTD Entities (each, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, an “Lessee PartiesLTD Indemnifying Party”) on the Lease Area shall, severally (and specifically shall indemnify, defend, not jointly and severally) in accordance with their respective Pro Rata Percentages (and not jointly and severally) indemnify and hold Lessor, its Affiliates, harmless the Caliber Entities and their respective officersAffiliates (each, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually a “Caliber Indemnified Party” and collectively, the “Caliber Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses of any actionnature whatsoever (each, suita “Claim”), demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity)interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) arising out of or in any manner related to relating to, asserted against, imposed upon or resulting from Lessee Parties’ operations on incurred by the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, Caliber Indemnified Parties in connection with or as a result of: (i) Any breach or inaccuracy of any representation, warranty or covenant of such LTD Indemnifying Party contained in Article IV; (ii) Any claim by any Person for brokerage or finder’s fees or commissions or similar payments based on any agreement or understanding alleged to have been made by an LTD Entity in connection with any of the Lessee Parties’ operations transactions contemplated by this Agreement; (iii) All Taxes of such LTD Entity and the Property owned by such LTD Entity for all Tax periods ending on or before the Closing Date; and (iv) With respect to any Tax period including but not ending on the Lease AreaClosing Date, all Taxes of such LTD Entity and the Property owned by such LTD Entity attributable to the portion of such Tax period that ends on and includes the Closing Date; provided, however, that no LTD Entity shall have any obligation under this Article VIII to indemnify any Caliber Indemnified Party against any Losses to the extent that such Losses arise because of (1) any diminution in value of the Properties, or (2) any Caliber Entity’s intentional breach of this Agreement, gross negligence, willful misconduct or Fraud; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease.)
Appears in 1 contract
General Indemnification. Subject The Company (prior to the provisions Effective Time) and, after the Effective Time, each of this Leasethe Indemnifying Securityholders, ▇▇▇▇▇▇ assumes responsibility for jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless, Parent, Newco and the work done by LesseeSurviving Corporation and each of their respective officers, its Affiliates, servantsdirectors, employees, subcontractorsstockholders, agentsrepresentatives, granteesassigns, inviteessuccessors and Affiliates (each a “Buyer Indemnified Party” and together the “Buyer Indemnified Parties”) from, or independent contractors against, and in respect of:
(a) all Liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, Taxes, penalties, fines, interest (including interest from the date of such damages), diminution in value and costs and expenses (including reasonable attorneys’ fees and disbursements of every kind, nature and description) (collectively, “Lessee PartiesDamages”) suffered, sustained, incurred or paid by any of the Buyer Indemnified Parties in connection with, constituting, resulting from or arising out of, directly or indirectly:
(i) any misrepresentation, breach or inaccuracy of any representation or warranty of the Company set forth in this Agreement or any other agreement or instrument furnished by the Company to Parent pursuant to this Agreement;
(ii) any nonfulfillment or breach of any covenant or agreement on the Lease Area part of Company or the Company Securityholders set forth in this Agreement or any other agreement or instrument furnished by the Company to Parent pursuant to this Agreement;
(iii) any Company Expenses;
(iv) any Taxes of the Company or for which the Company is or becomes liable for any taxable period or portion thereof ending on or before the Closing Date;
(v) the acts and specifically shall indemnifyomissions of the Shareholders’ Representative (other than Damages arising solely from Claims brought by the Shareholders’ Representative on behalf of the Company Securityholders on or after the Closing Date in the Shareholders’ Representative’s capacity as agent for the Company Securityholders); or
(vi) any claim by a shareholder or former shareholder of the Company, defendor any other person or entity, and hold Lessorseeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Company; (ii) any rights of a shareholder (other than the right to receive the Merger Consideration pursuant to this Agreement), including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the articles of incorporation or by-laws of the Company; (iv) any claim that his, her or its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns shares were wrongfully repurchased by the Company; or (individually and collectivelyv) any claim relating to any SAR, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against exercise thereof or the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; SAR Plan.
(b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against Damages incident to any of the Indemnified Parties foregoing or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of to the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions enforcement of this Section 10.6 shall survive termination or expiration of this Lease8.1.
Appears in 1 contract
General Indemnification. (a) The Shareholder Parties, jointly and severally, shall indemnify, defend and hold harmless Parent and its directors, officers, Affiliates, employees, agents and representatives (collectively, the “Parent Indemnified Parties”), from and against all Losses that are incurred or suffered by any of them in connection with or resulting from any of the following:
(i) any breach of, or inaccuracy in, any representation or warranty made by any Shareholder Party in this Agreement;
(ii) any breach of any covenant made by any Shareholder Party in this Agreement;
(iii) any Closing Indebtedness, to the extent not included in the adjustments provided for in Section 1.7;
(iv) any Transaction Expense, to the extent not included in the adjustments provided for in Section 1.7;
(v) the determination of the Allocation Portions of the Merger Consideration payable to Shareholder, and the payment of the Merger Consideration in accordance with such Allocable Portions;
(vi) any matter identified on Schedule 3.13; or
(vii) the enforcement by any Parent Indemnified Party of its indemnification rights under this Agreement.
(b) Parent shall indemnify, defend and hold harmless the Shareholder Parties and their respective directors, officers, Affiliates, employees, agents and representatives (collectively, the “Shareholder Indemnified Parties”) from and against all Losses that are incurred or suffered by any of them in connection with or resulting from any of the following:
(i) any breach of, or inaccuracy in, any representation or warranty made by Parent in this Agreement;
(ii) any breach of any covenant made by Parent in this Agreement; or
(iii) the enforcement by the Shareholder Indemnified Parties of their indemnification rights under this Agreement.
(c) Subject to the provisions of this LeaseSection 7.2(d), ▇▇▇▇▇▇ assumes responsibility (i) the Shareholder Parties shall have no obligation to indemnify Parent Indemnified Parties for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, inviteesany Losses pursuant to claims for breaches of, or independent contractors inaccuracies in, representations and warranties (collectively, “Lessee Parties”other than Fundamental Representations) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”under Section 7.2(a)(i) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to until the extent such Liability is caused total amount of Losses incurred by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Parent Indemnified Parties with respect to such breaches of, or inaccuracies in, representations and warranties exceeds $100,000 (the “Threshold”), in which case the Shareholder Parties shall be liable for all such Losses, including Losses below the Threshold; (ii) Parent shall have no obligation to indemnify Shareholder Indemnified Parties for any claim Losses pursuant to claims for breaches of, or injury inaccuracies in, representations and warranties (other than Fundamental Representations) under Section 7.2(b)(i) unless and until the total amount of Losses incurred by Shareholder Indemnified Parties with respect to such breaches of, or inaccuracies in, representations and warranties exceeds the Threshold, in which case Parent shall be liable for all such Losses, including Losses below the Threshold. Subject to the provisions of Section 7.2(d), the maximum aggregate obligation of (i) the Shareholder Parties for Losses pursuant to claims for breaches of, or inaccuracies in, representations and warranties (other than Fundamental Representations) under Section 7.2(a)(i), and (ii) Parent for Losses pursuant to claims for breaches of, or inaccuracies in, representations and warranties (other than Fundamental Representations) under Section 7.2(b)(i), shall not exceed $1,250,000 (the “Cap”).
(d) In no event shall the Threshold or the Cap, or the limitations set forth in Section 7.2(c), apply to Losses suffered or incurred by any Indemnified Party as a result of, or arising from out of, (i) the operations of Lessee Parties under matters set forth in Sections 7.2(a)(ii) through 7.2(a)(vii), Sections 7.2(b)(ii) or 7.2(b)(iii), or Section 6.1; (ii) a breach of, or inaccuracy in, any Fundamental Representation; or (iii) any fraud or intentional misrepresentation by a Party
(e) The representations and warranties in this Lease Agreement and the presence Ancillary Agreements shall not be affected or diminished by, and no right of Lessee Parties on indemnification hereunder shall be limited by reason of any investigation or audit conducted before or after the Lease Area. The foregoing waivers were negotiated mutually Closing or the knowledge of any Party of any breach of a representation, warranty, covenant or agreement by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions the other Party at any time, or the decision of this Section 10.6 shall survive termination or expiration of this Leaseany Party to complete the Closing.
Appears in 1 contract
Sources: Merger Agreement (Transcat Inc)
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically Borrower shall indemnify, defend, and hold LessorBank and its Affiliates and the partners, its Affiliatesdirectors, and their respective officers, insurersemployees, agents, contractorstrustees, employeesadministrators, licenseesmanagers, lessees, EXECUTION COPY invitees, successorsadvisors, and assigns representatives of Bank and its Affiliates (individually and collectivelyeach, the an “Indemnified PartiesPerson”) harmless foragainst: all losses, from claims, damages, liabilities, and against related reasonable and documented out-of-pocket expenses (including Bank Expenses and the reasonable and documented out-of-pocket fees, charges, and disbursements of any Liability that may be asserted against the counsel for any Indemnified Parties Person) (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any action, suit, demandother Loan Document, or proceeding commenced any agreement or asserted instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (ii) any person Credit Extension or entity the use or proposed use of the proceeds therefrom, (includingiii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, without limitation, or any governmental entity), arising out of or environmental liability related in any manner related way to Borrower or resulting from Lessee Parties’ operations on the Lease Areaany of its Subsidiaries, including without limitation or (aiv) any violation of applicable Lawactual or prospective claim, including (without limitation) litigation, investigation or proceeding relating to any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the Lessee Partiesgross negligence or willful misconduct of such Indemnified Person. Lessee’s indemnity obligation hereunder All amounts due under this Section 11.3 shall be payable promptly after demand therefor. This Section 11.3(a) shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties apply with respect to Taxes, other than any claim or injury Taxes that represent losses, claims, damages, etc. arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseany non-Tax claim.
Appears in 1 contract
General Indemnification. Subject to The Borrower shall indemnity, protect, and hold the provisions of this LeaseAgents and the Banks and their respective parents, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseesubsidiaries, its Affiliatesdirectors, servantsofficers, employees, subcontractorsrepresentatives, agents, granteessuccessors, inviteesassigns, or independent contractors and attorneys (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “"Indemnified Parties”") harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any actionand all liabilities, suitobligations, demandlosses, or proceeding commenced or asserted by any person or entity damages, penalties, actions, judgments, suits, claims, costs, expenses (including, without limitation, any governmental entityattorneys' fees and legal expenses whether or not suit is brought and settlement costs), and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of the Loan Papers or in any manner related to or resulting from Lessee Parties’ operations on of the Lease Areatransactions contemplated therein (collectively, including without limitation (a) any violation of applicable Lawthe "Indemnified Liabilities"), including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties Liabilities results, directly or Lease Area indirectly, from any claim made or action, suit, or proceeding commenced by or on behalf of any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of Person other than the Indemnified Parties or Lease Area in any such actionParties; PROVIDED, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoingHOWEVER, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensationTHAT ALTHOUGH EACH INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE INDEMNIFIED FROM ITS OWN ORDINARY NEGLIGENCE, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensationNO INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN FRAUD, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. The provisions of and undertakings and indemnification set forth in this Section 10.6 paragraph shall survive the satisfaction and payment of the Obligation and termination or expiration of this LeaseAgreement for the period of time set forth in any applicable statute of limitations.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Facility Agreement (Century Telephone Enterprises Inc)
General Indemnification. Subject The terms and conditions of the second paragraph of Section 7.07 of the Indenture regarding indemnification are hereby incorporated herein by reference, and are hereby made a part of this Security Instrument to the provisions of same extent and with the same force as if fully set forth herein; provided the terms “Trustee” and “Indemnified Party” as used therein shall, solely for purposes herein, be replaced with the term “Indemnified Party” (as defined in this LeaseSecurity Instrument), ▇▇▇▇▇▇ assumes responsibility the term “Indenture” as used therein shall, solely for purposes herein, be replaced with the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, term “Lessee PartiesSecurity Instrument”) on the Lease Area and specifically shall indemnify, defend, and hold Lessorthe term “Claims” as used therein shall, its Affiliatessolely for purposes herein, be amended to exclude subsection (b) thereof and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation include: (a) any violation accident, injury to or death of applicable Lawpersons or loss of or damage to property occurring in, including (without limitation) on or about the Property or any Environmental Law, in connection with the Lessee Parties’ operations part thereof or on the Lease Areaadjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any breach of Lessee Parties’ representationsuse, warrantiesnonuse or condition in, on or obligations under this Leaseabout the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any acts, omissions, activities, labor services or operations hereunder the furnishing of Lessee Partiesany materials or other property in respect of the Property or any part thereof; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct failure of the Indemnified Parties. This includes without limitation Property to be in compliance with any claims for: injury to or death of personsApplicable Laws; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretione) against any and all actions, suits or other legal proceedings that claims and demands whatsoever which may be brought asserted against Grantee or instituted against any Secured Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the Indemnified Parties terms, covenants, or agreements contained in the Operating Lease Area on or any such Liability and shall pay Lease [(including the Ground Lease)]; or satisfy (f) the payment of any judgment commission charge or decree that brokerage fee to anyone which may be rendered against any of payable in connection with the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseSecured Obligations.
Appears in 1 contract
Sources: Deed of Trust (FelCor Lodging LP)
General Indemnification. Subject To the maximum extent permitted by law, Service Provider agrees to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessorharmless EBCE and its elected officials, its Affiliates, and their respective officers, insurersdirectors, agents, contractorsattorneys and employees (each, employeesan “Indemnitee“) from and against any and all liabilities, licenseesdamages, lesseeslosses, EXECUTION COPY inviteesexpenses, successorsclaims, and assigns demands, suits, fines, or judgments (individually each, a “Claim,” and collectively, the “Indemnified Parties”) harmless forClaims“), from including reasonable attorneys’ fees, costs, and against any Liability that expenses incidental thereto, which may be asserted against the Indemnified Parties as a result suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any actionClaim arising out of or relating to any act, suiterror or omission, demandnegligence, or proceeding commenced or asserted by any person or entity (misconduct of Service Provider, its officers, directors, agents, employees, and/or subcontractors, during the performance of this Agreement, including, without limitation, any governmental entity), Claims arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation relating to: (a) any violation of applicable Law, bodily injury (including (without limitationdeath) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Areaand/or damage to tangible personal or real property; (b) any breach payment required to be paid to subcontractors, if any, of Lessee Parties’ representations, warranties, or obligations under this LeaseService Provider; (c) any acts, omissions, activities, material misrepresentation or operations hereunder breach of Lessee Partieswarranty set forth in this Agreement; (d) Service Provider’s professional services`; and/or (de) any miningmaterial breach of any covenant set forth in this Agreement; provided, drillinghowever, and smelting activities by that the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and foregoing indemnity shall not apply to the extent such Liability is caused the applicable Claim resulted from the negligent acts or omissions, or willful misconduct, of an Indemnitee. To the maximum extent permitted by the negligence or intentional misconduct law, Service Provider shall indemnify, defend and hold each of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanicsIndemnitees free and harmless, and pay reasonable attorneys’ fees and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancescosts, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim and all Claims to the extent arising out of, related to, or injury arising from incurred in connection with any destruction, or unauthorized access to, use, or theft of EBCE Data (collectively, “cyber theft”) provided, however, that Service Provider’s liability for cyber theft shall be limited to the operations of Lessee Parties under cyber liability insurance policy limits set forth in this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseAgreement.
Appears in 1 contract
Sources: Software as a Service Agreement
General Indemnification. Subject (a) The Company and the Subsidiaries, jointly and severally, will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the Subsidiaries shall not be liable in any such case to the provisions extent that any such loss, claim, damage or liability arises out of this Leaseor is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, ▇▇▇▇▇▇ assumes responsibility for any Preliminary Prospectus, the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, inviteesPricing Prospectus or the Prospectus or any such amendment or supplement thereto, or independent contractors any Issuer Free Writing Prospectus, in reliance upon and in conformity with (collectively, “Lessee Parties”i) on written information furnished to the Lease Area and specifically shall indemnify, defend, Company by any Underwriter through the Representatives expressly for use therein or (ii) the Selling Stockholder Information.
(b) Each of the Selling Stockholders will severally but not jointly indemnify and hold Lessorharmless each Underwriter against any losses, its Affiliatesclaims, and their respective officersdamages or liabilities, insurersjoint or several, agentsto which such Underwriter may become subject, contractorsunder the Act or otherwise, employeesinsofar as such losses, licenseesclaims, lesseesdamages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, EXECUTION COPY invitees, successors, and assigns (individually and collectivelyany Preliminary Prospectus, the “Indemnified Parties”Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Selling Stockholder Information; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. Notwithstanding the foregoing provisions, the liability of any Selling Stockholder pursuant to this subsection (b) shall not exceed the Net Proceeds (as defined below) received by such Selling Stockholder.
(c) Each Underwriter will severally and not jointly indemnify and hold harmless for, from the Company and each Selling Stockholder against any Liability losses, claims, damages or liabilities, joint or several, to which the Company or such Selling Stockholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any such amendment or supplement, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company and each Selling Stockholder for any legal or other expenses reasonably incurred by the Company or such Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred.
(d) The Company and the Subsidiaries, jointly and severally, will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Directed Share Participants in connection with the Directed Share Program; (ii) arise out of or are based upon any omission or alleged omission to state therein a material fact required to be asserted stated therein or necessary to make the statements therein not misleading; (iii) arise out of or are based upon the failure of any Directed Share Participant to pay for and accept delivery of Reserved Shares that such Directed Share Participant agreed to purchase; (iv) arise out of or are based upon the violation of any applicable laws or regulations of any jurisdictions where Reserved Shares have been offered; or (v) are related to, arising out of, or in connection with the Directed Share Program. The indemnity agreement set forth in this paragraph shall be in addition to any liabilities that the Company may otherwise have.
(e) Promptly after receipt by an indemnified party under subsection (a), (b), (c) or (d) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the Indemnified Parties indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection, except to the extent that the indemnifying party was otherwise unaware of the proceedings and suffers actual and material prejudice as a result of such failure. In case any actionsuch action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, suitthe indemnifying party shall be entitled to participate therein and, demandto the extent that it shall wish, or proceeding commenced or asserted by jointly with any person or entity other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (includingwho shall not, without limitationexcept with the consent of the indemnified party, any governmental entitybe counsel to the indemnifying party), arising out and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Laweach case subsequently incurred by such indemnified party, in connection with the Lessee Parties’ operations defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(f) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b), (c) or (d) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Subsidiaries and the Selling Stockholders on the Lease Area; one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (e) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company, the Subsidiaries and the Selling Stockholders on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company, the Subsidiaries and the Selling Stockholders on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) (the “Net Proceeds”) received by the Company and the Selling Stockholders bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholders on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Subsidiaries, each of the Selling Stockholders and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (f) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (f). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (f) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (f), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this subsection (f), the requirement of each Selling Stockholder to contribute contained in this paragraph shall be limited to an amount equal to the Net Proceeds received by such Selling Stockholder less any amounts that such Selling Stockholder is obligated to pay under paragraph (b) above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any breach person who was not guilty of Lessee Partiessuch fraudulent misrepresentation. The Underwriters’ representationsobligations in this subsection (f) to contribute are several in proportion to their respective underwriting obligations and not joint. The Selling Stockholders’ obligations in this subsection (f) to contribute are several and not joint.
(g) The obligations of the Company, warranties, or obligations the Subsidiaries and the Selling Stockholders under this Lease; (c) Section 9 shall be in addition to any actsliability which the Company, omissionsthe Subsidiaries and the respective Selling Stockholders may otherwise have and shall extend, activitiesupon the same terms and conditions, or operations hereunder to each affiliate, director, officer and agent of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless each Underwriter and to each person, if any, who controls any Underwriter within the extent such Liability is caused by the negligence or intentional misconduct meaning of the Indemnified Parties. This includes without limitation Act and each broker-dealer affiliate of any claims for: injury to or death of personsUnderwriter; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any the obligations of the Indemnified Parties or Lease Area on Underwriters under this Section 9 shall be in addition to any such Liability liability which the respective Underwriters may otherwise have and shall pay or satisfy any judgment or decree that may be rendered against any extend, upon the same terms and conditions, to each officer and director of the Indemnified Parties Company (including any person who, with his or Lease Area her consent, is named in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality Registration Statement as about to become a director of the foregoingCompany) and to each person, ▇▇▇▇▇▇ assumes liability for actions brought by if any, who controls the Company or any Selling Stockholder within the meaning of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease.Act
Appears in 1 contract
General Indemnification. Subject to (a) From and after the provisions of this LeaseClosing Date, ▇▇▇▇▇▇ assumes responsibility for the work done by LesseeSeller shall indemnify and hold harmless the Buyer and the Parent and their respective successors, its Affiliatesassigns, servantsofficers, directors, employees, subcontractorsstockholders, agents, granteesAffiliates and any Person who controls any of such Persons (each, invitees, or independent contractors (collectively, “Lessee Parties”a "Buyer Indemnified Party") on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Liabilities, demands, judgments or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Buyer Indemnified Parties as a result of Party in connection therewith and any action, suit, demandconsequential or punitive damages, or proceeding commenced both, solely to the extent that they are payable to a third party) (collectively, "Damages") that such Buyer Indemnified Party may sustain, suffer or asserted by any person or entity (includingincur and that result from, without limitation, any governmental entity), arising arise out of or relate to any breach of any representation, warranty, covenant or agreement of the Seller or the Company contained in this Agreement. For the avoidance of doubt, it is agreed that any manner related payments paid to a Buyer Indemnified Party pursuant to Section 2.4 shall not be further reimbursed pursuant to this Section 9. The indemnification provided in this Section 9.1 for breaches of representation and warranties contained in Section 3.26 hereof (Environmental Matters) shall be subject to and limited by the conditions and terms in the definition of "Environmental Conditions" and Sections 2.6 and 9.3 hereof, regardless of whether a claim for Damages for such breach could also be made under any other indemnification provision of this Agreement.
(b) From and after the Closing Date, the Parent and the Buyer shall indemnify and hold harmless the Seller, its successors, assigns, officers, directors, employees, stockholders, agents, Affiliates and any Person who controls any of such Persons (each, a "Seller Indemnified Party", and together with the Buyer Indemnified Parties, the "Indemnified Parties") from and against any Damages that such Seller Indemnified Party may sustain, suffer or resulting from Lessee Parties’ operations on incur and that result from, arise out of, or relate to, any breach of any representation, warranty, covenant or agreement of the Lease Area, including without limitation Buyer contained in this Agreement.
(ac) The amount of any Damages shall be reduced by (A) any violation amount received by an Indemnified Party under any insurance coverage or from any other party alleged to be responsible therefor (net of applicable Lawany cost of recovery) and (B) the amount of any tax benefit available to such Indemnified Party relating thereto; the Indemnified Party shall use reasonable efforts to collect any amounts available under such insurance coverage or from such other party alleged to have responsibility. If an Indemnified Party receives an amount under insurance coverage or from such other party with respect to Damages at any time subsequent to any indemnification provided by this Section 9, including (without limitation) then such Indemnified Party shall promptly reimburse the Indemnifying Party for any Environmental Law, payment made or expense incurred by such party in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities providing such indemnification up to such amount received by the Lessee Parties on the Lease Area and Indemnified Party. In addition, no Indemnified Party shall be entitled to any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence duplication of reimbursement or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties indemnification with respect to any claim Damages which constitute a breach of more than one representation, warranty, covenant or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseagreement contained herein.
Appears in 1 contract
Sources: Stock Purchase Agreement (Vlasic Foods International Inc)
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”a) on the Lease Area and specifically Borrower shall indemnify, defenddefend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finder's or similar fees which may be made relating to the Property or the Debt, and hold Lessor(ii) any and all liability, its Affiliatesobligations, losses, damages, penalties, claims, actions, suits, costs and their respective officersexpenses (including Lender's reasonable attorneys' fees, insurerstogether with reasonable appellate counsel fees, agentsif any) of whatever kind or nature which may be asserted against, contractorsimposed on or incurred by Lender in connection with the Debt, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelythis Security Instrument, the “Indemnified Parties”) Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Security Instrument or the performance by or on behalf of Borrower of any construction on the Property; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless for, Lender from and against any Liability that may be asserted against the Indemnified Parties as a result and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of any action, suit, demand, Lender's willful misconduct or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; gross negligence.
(b) If Lender is made a party defendant to any breach of Lessee Parties’ representationslitigation or any claim is threatened or brought against Lender concerning the secured indebtedness, warrantiesthis Security Instrument, the Property, or obligations under this Lease; (c) any acts, omissions, activitiespart thereof, or operations hereunder any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of Lessee Parties; and/or such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys' fees (dtogether with reasonable appellate counsel fees, if any). The right to such attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any mininglitigation or claim, drillingof the type described in this Subsection 11.1(b), and smelting activities by the Lessee Parties whether or not any such litigation or claim is prosecuted to judgment, shall be deemed to have accrued on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent commencement of such Liability is caused by the negligence claim or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereundershall be enforceable whether or not such claim or action is prosecuted to judgment. Lessee shallNotwithstanding the foregoing, in the event any such claim, litigation or other action is brought against Lender, Borrower and Lender agree that Lender shall utilize counsel designated by Borrower, at ▇▇▇▇▇▇’s own Borrower's sole cost and expense, defend which counsel must be satisfactory to Lender, provided, however, that (with counsel acceptable to Lessor in its sole and absolute discretioni) against no settlement of any and all actionssuch claim, suits litigation or other legal proceedings action shall be made without the Lender's prior written consent and (ii) in the event that may Lender or such counsel determines that a conflict of interest exists, Lender shall have the right to retain separate counsel, the reasonable fees and expenses of which shall be brought or instituted borne by Borrower. If Lender commences an action against Borrower to enforce any of the Indemnified Parties terms hereof or Lease Area on to prosecute any such Liability and shall pay or satisfy any judgment or decree that may be rendered against breach by Borrower of any of the Indemnified Parties terms hereof or Lease Area in to recover any such actionsum secured hereby, suit or legal proceeding which may result therefromBorrower shall pay to Lender its reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by If Borrower breaches any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions term of this Section 10.6 Security Instrument, Lender may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Borrower, Borrower shall survive termination pay Lender reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender, whether or expiration not an action is actually commenced against Borrower by reason of such breach. All references to "attorneys" in this LeaseSubsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any attorney or law firm engaged by Lender and Lender's in-house counsel, and all references to "fees and expenses" in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or law firm.
Appears in 1 contract
General Indemnification. Subject Borrower hereby agrees to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, indemnify and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) Lender harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (collectively "Claim" or "Claims") of any actionkind or nature whatsoever, suit, demand, or proceeding commenced or asserted by any person party other than Borrower, or entity with respect to Borrower only as otherwise provided in this Agreement or pursuant to applicable law regarding Lender's obligations to Borrower, which may be imposed on, incurred by or asserted against Lender, or any of its officers, directors, employees or agents (includingincluding accountants, without limitationattorneys or other professionals hired by Lender, any governmental entity), provided that Borrower shall not indemnify Lender for Claims arising out of or an act of malpractice by such professionals) in any manner related way relating to or resulting from Lessee Parties’ operations on arising out of the Lease Area, including without limitation (a) Loan Documents or any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warrantiesaction taken or omitted by Lender, or obligations any of its officers, directors, employees or agents (including accountants, attorneys or other professionals hired by Lender, provided that Borrower shall not indemnify Lender for Claims arising out of an act of malpractice by such professionals) under this Lease; (c) any actsthe Loan Documents, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and except to the extent such Liability is indemnified matters are finally found by a court to have been caused by the Lender's gross negligence or intentional misconduct of the Indemnified Partieswilful misconduct. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of Notwithstanding the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any Borrower indemnification of the Lessee Parties. Lessee’s indemnity obligation hereunder Lender shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect apply to any claim Claim or injury arising Claims that arise solely from the operations action or actions of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseLender.
Appears in 1 contract
Sources: Loan and Security Agreement (American Business Financial Services Inc /De/)
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”a) on the Lease Area and specifically Borrower shall indemnify, defenddefend and hold Lender harmless against: (i) any and all claims for brokerage, leasing, finder’s or similar fees which may be made relating to the Property or the Debt, and hold Lessor(ii) any and all liability, its Affiliatesobligations, losses, damages, penalties, claims, actions, suits, costs and their respective officersexpenses (including Lender’s reasonable attorneys’ fees, insurerstogether with reasonable appellate counsel fees, agentsif any) of whatever kind or nature which may be asserted against, contractorsimposed on or incurred by Lender in connection with the Debt, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelythis Security Instrument, the “Indemnified Parties”) Property, or any part thereof, or the exercise by Lender of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless for, Lender from and against any Liability that may be asserted against and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of Lender’s willful misconduct or gross negligence. Notwithstanding the Indemnified Parties as a result foregoing, the obligations and liabilities of any actionBorrower under this Section 11.1 shall not extend to matters, suitactions, demandliabilities, conditions or proceeding commenced circumstances which did not exist prior to, and arising solely out of matters, actions, liabilities, conditions or asserted by any person or entity (including, without limitationcircumstances occurring after, any governmental entity), arising out sale or conveyance of the Property by foreclosure of this Security Instrument or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; deed-in-lieu thereof.
(b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any). The right to such reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the type described in this Subsection 11.1(b), whether or not any such litigation or claim is prosecuted to judgment, shall be deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of Lessee Partiesany of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ representationsfees (together with reasonable appellate counsel fees, warrantiesif any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the services of an attorney or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingattorneys to protect its rights hereunder, and smelting activities in the event of such engagement following any breach by the Lessee Parties on the Lease Area Borrower, Borrower shall pay Lender reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and any productsexpenses incurred by Lender, waste, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection 11.1(b) and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes elsewhere in this Security Instrument shall include without limitation any claims for: injury to attorney or death of persons; damage to property; nuisance; mechanics’ law firm engaged by Lender and materialmenLender’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancesin-house counsel, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits references to “fees and expenses” in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or other legal proceedings that may be brought or instituted against law firm and any allocation charges and allocation costs of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. LesseeLender’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasein-house counsel.
Appears in 1 contract
General Indemnification. Subject (a) The Seller and each Seller Party shall jointly and severally indemnify Buyer Indemnified Parties and save and hold each of them harmless from and against, and pay on behalf of or reimburse such Buyer Indemnified Parties for, any and all Losses which any such Buyer Indemnified Party may suffer, sustain or become subject to as a result of, arising from, in connection with, by virtue of or related to (i) any breach or inaccuracy of any representation or warranty regarding the Acquired Companies, Parent or Seller set forth in this Agreement (including but not limited to those representations and warranties set forth in ARTICLE III and ARTICLE IV), the Schedules or any certificate furnished by or on behalf of the Acquired Companies, Parent or Seller pursuant to this Agreement (in each case ignoring, for purposes of determining the amount of Losses relating thereto, any qualification as to materiality, Material Adverse Effect or words of similar import contained in any such representation or warranty (other than the representation contained in Section 3.5 (No Material Adverse Effect)), (ii) any breach or non-fulfillment of any covenant, agreement or other provision by the Acquired Companies, Seller or any Seller Party under this Agreement, the Schedules or any certificate furnished by or on behalf of the Acquired Companies or Seller pursuant to this Agreement, (iii) any Liability for Taxes or arising out of or related to Employee Benefit Plans arising on or before the Closing Date, (iv) any Liabilities arising out of or related to labor and social security Laws resulting from any natural person acting as an independent contractor (directly or indirectly) for the Acquired Companies arising on or before the Closing Date, (v) any Indebtedness to the provisions extent not included in Final Indebtedness, (vi) any Dominican Employment Liabilities, (vii) any Liabilities arising out of this Leaseor related to the operations, employees (or former employees), businesses and assets of J&S Jamaica, PT Mexico Services, TAV, SIID, CDI, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend▇▇, and hold Lessorwith respect to any such Liabilities arising on or before the Closing Date, its AffiliatesInnova, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”viii) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, Liabilities related to or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in the TAV Assets, including, but not limited to, any manner successor Liability for Taxes, labor and social security Laws arising prior to the transfer of any such asset to J&S Audiovisual Mexico, (ix) any Liabilities related to or resulting from Lessee Parties’ operations on arising out of the Lease AreaCDI Liquidation, including without limitation (ax) any violation claims brought by or on behalf of applicable Lawany employee (or former employee) of TAV, including (without limitation) any Environmental LawSIID, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representationsCDI, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense▇ and, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim such Liabilities arising on or injury before the Closing Date, Innova, (xi) any Liabilities arising or related to any direct or indirect breach or non-fulfillment of the TAV Assets Covenant or a breach by TAV of the TAV Transportation Services Renewal, Transportation Services Agreement or TAV Asset Purchase Agreement.
(b) Buyer shall indemnify Seller and save and hold it harmless from and against any Losses which Seller may suffer, sustain or become subject to as a result of, arising from, in connection with, by virtue of or related to (i) any breach or inaccuracy of any representation or warranty of Buyer under this Agreement or any certificate furnished by or on behalf of Buyer pursuant to this Agreement, or (ii) any breach or non-fulfillment of any covenant, agreement or other provision by Buyer under this Agreement or any certificate furnished by or on behalf of Buyer pursuant to this Agreement.
(c) The Seller and Seller Parties shall not be liable to Buyer Indemnified Parties for any Loss pursuant to Section 7.2(a)(i) and (ii) (other than with respect to Fundamental Representations and covenants and agreements contained in this Article VII) (i) until the aggregate amount of all such Losses that Seller or Seller Parties would, but for this clause (i), be liable exceeds $227,500 in the aggregate (the “Basket”), in which case Seller shall be liable for all such Losses in excess of the Basket, or (ii) to the extent the aggregate amount of all Losses previously indemnified by Seller pursuant to Section 7.2(a)(i) exceeds $4,250,000 (the “Cap”). Notwithstanding anything to the contrary contained herein, the Basket and the Cap shall not apply with respect to any Loss arising from or related to (and no such Loss shall be counted towards the operations Basket or the Cap), (1) fraud, (2) breaches or inaccuracies of Lessee the Fundamental Representations, (3) any matters referenced in Sections 7.2(a)(ii) - (xi) or (4) any breach of any post-Closing covenant or agreement contained in this Article VII (including those covenants set forth in Section 7.7); provided, however, that, except for Losses attributable to fraud or pursuant to Sections 7.2(a)(ii) - (xi) and Section 7.3, the aggregate liability of the Sellers under this Agreement shall not exceed the Aggregate Purchase Price.
(d) Seller and Seller Parties shall have the right to update the Schedules and deliver one or more schedule supplements (“Schedule Supplements”) to the Buyer at any time prior to the Closing Date. Seller and Seller Parties shall indemnify the Buyer Indemnified Parties under Sections 7.2 and 7.3 as if the Schedule Supplements had not been delivered. Any Losses for which the Seller would not have had to indemnify the Buyer Indemnified Parties but for the foregoing sentence shall not be subject to the Basket, provided, however, that the Buyer may not terminate this Agreement under Section 8.1(b) due to a breach of a representation, warranty or covenant if a Schedule Supplement cures such breach, unless any such breach has a Material Adverse Effect. Any amounts paid by Seller or Seller Parties under this Lease Section 7.2(d) shall be counted towards the aggregate amount of Losses to be indemnified by the Seller and Seller Parties under the Cap and the presence Aggregate Purchase Price, as applicable.
(e) Any amounts owing under Section 7.2(a) or 7.2(b) shall be made by wire transfer of Lessee immediately available funds within 15 business days (the “Determination Date”) after the determination thereof by adjudication (by any designated arbiter) or agreement of the indemnifying party. Seller and Seller Parties on agree that the Lease AreaEscrow Shares comprising the Escrow Fund shall be available to indemnify Buyer for any amounts owing under Section 7.2(a) and that any amounts so owed shall be satisfied by the disbursement to Buyer of Escrow Shares having an Indemnity Value equal to the amounts to be satisfied. The foregoing waivers were negotiated mutually Any amounts owing by ▇▇▇▇▇▇ Seller or a Seller Party under Section 7.2(a)(i) (other than with respect to the Fundamental Representations) shall first be satisfied to the extent possible from the Escrow Shares comprising the Escrow Fund and ▇▇▇▇▇▇thereafter shall be satisfied directly by Seller in accordance with the first sentence of this Section 7.2(e). The All indemnification payments under this Section 7.2 shall be deemed adjustments to the Aggregate Purchase Price, as finally determined pursuant to Section 2.4. Each Indemnitee shall take commercially reasonable steps to mitigate any Loss upon becoming aware of the occurrence of an event or circumstance that gives or would reasonably be expect to give rise to a claim for Losses under this Section 7.2. On the 18 month anniversary of the Closing Date (the “Release Date”), a number of Escrow Shares obtained by dividing (i) $2,750,000 by (ii) the Indemnity Value shall be released to the Seller Parties (less a requisite number of Escrow Shares withheld for pending claims) in accordance with and subject to the terms of the Escrow Agreement. Any Escrow Shares remaining in the Escrow Fund (less a requisite number of Escrow Shares withheld for pending claims) shall be released to Seller Parties 36 months after the Closing Date in accordance with and subject to the terms of the Escrow Agreement.
(f) Subject to applicable law, Buyer Indemnified Parties shall be entitled to offset any amounts owed by a Buyer Indemnified Party against any amounts due from Seller to any of Buyer Indemnified Parties pursuant to this Agreement (whether pursuant to this ARTICLE VII or pursuant to Section 2.4), provided that in the event Seller brings an action against Buyer challenging an indemnification claim made by a Buyer Indemnified Party hereunder, any amounts that would have been paid to Seller but for Buyer Indemnified Parties’ right of offset shall be placed in an escrow account pending the ultimate resolution of such lawsuit. Any amount owed to any Buyer Indemnified Party under this Section 7.2 will be reduced by any amount such Buyer Indemnified Party actually receives as a result of the underlying Loss giving rise to any claim pursuant to the terms of the insurance policies (if any) covering such claim.
(g) Any party making a claim for indemnification under this Section 7.2 (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing promptly after the Indemnitee has determined that a basis for a claim exists, including after receiving written notice of any Proceeding or other claim against it (if by a third party), describing the claim, the amount thereof (if known and quantifiable), the basis therefor, and copies of all written material related to the claim in the Indemnitee’s possession; provided that the failure to so notify an Indemnitor shall not relieve an Indemnitor of its obligations hereunder, except to the extent that (and only to the extent that) an Indemnitor is materially prejudiced thereby, including any prejudice resulting from an untimely notification of such claim. In the event of a Proceeding or claim, any Indemnitor shall be entitled to participate in the defense of such Proceeding or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense, and the Indemnitee shall cooperate in good faith in any such defense; provided that, prior to the Indemnitor assuming control of such defense they shall first verify to the Indemnitee in writing that they shall be fully responsible for all Losses relating to such claim for indemnification (subject to the Basket and the Cap, if applicable) and that they will provide full indemnification to the Indemnitee with respect to such Proceeding or other claim giving rise to such claim for indemnification hereunder (without limitation or reservation of rights other than the Basket and the Cap, as applicable); and provided further, that (a) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, subject to the Indemnitor’s right to control the defense thereof; provided that the fees and expenses of such separate counsel shall be borne by the Indemnitee (other than any fees and expenses of such separate counsel that are incurred prior to the date Seller effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by Seller); (b) Seller shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by a Buyer Indemnified Party if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim primarily seeks an injunction or other equitable relief against the Buyer Indemnified Party; (ii) the Indemnitor fails to vigorously prosecute or defend such claim; (iii) the claim involves any Acquired Company’s customers, suppliers or material business relations; (iv) the claim involves Taxes; or (v) Buyer Indemnified Party reasonably believes that the Loss relating to such claim could exceed the maximum amount that Buyer Indemnified Party could then be entitled to recover under the applicable provisions of this Section 10.6 7.2; and (c) if an Indemnitor shall survive termination control the defense of any such claim, such Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld or expiration delayed) before entering into any settlement of this Leasea claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnitee or if such settlement does not expressly and unconditionally release the Indemnitee from all Liabilities and obligations with respect to such claim, without prejudice.
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General Indemnification. Subject Each party (the "Indemnifying Party") covenants and agrees to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, protect and hold Lessor, its Affiliates, harmless the other parties and their respective officers, insurers, agents, contractorsdirectors, employees, licenseesstockholders, lesseesassigns, EXECUTION COPY inviteessuccessors and affiliates (individually, successors, and assigns (individually an "Indemnified Party" and collectively, the “"Indemnified Parties”") harmless forfrom, against and in respect of:
(a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and against any Liability that may be asserted against costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, sustained, incurred or paid by the Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly:
(i) any breach of any representation or warranty of the Indemnifying Party set forth in this Agreement or any schedule or certificate, delivered by or on behalf of the Indemnifying Party in connection herewith; or
(ii) any nonfulfillment of any covenant or agreement on the part of the Stockholders of the Indemnifying Party or, prior to the Effective Time, the Indemnifying Party, in this Agreement; or
(iii) the failure of the Merger to be treated as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code as the result of, directly or indirectly, the actions or omissions of any actionthe Indemnifying Party or the Indemnifying Party's Stockholders, suitprovided, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entityhowever that the holders of shares of Riverbed Capital Stock immediately prior to the Effective Time shall not be considered Aether Stockholders for purposes of this Section 6.15(a)(iii), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; and
(b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against Damages incident to any of the Indemnified Parties foregoing or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of to the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions enforcement of this Section 10.6 shall survive termination or expiration of this Lease6.15.
Appears in 1 contract
General Indemnification. (a) Subject to Section 6.5 and the other provisions of this LeaseArticle 6, ▇▇▇▇▇▇ assumes responsibility for after the work done by LesseeClosing, Parent and Seller agree to jointly and severally indemnify, defend and hold Purchaser and/or its Affiliatesofficers, servantsdirectors, employees, subcontractors, agents, grantees, invitees, or independent contractors stockholders and affiliates (collectively, each a “Lessee Parties”) on the Lease Area Purchaser Indemnitee” and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, together the “Indemnified PartiesPurchaser Indemnitees”) harmless forfrom any Loss suffered or paid, from and against any Liability that may be asserted against the Indemnified Parties directly or indirectly, as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of (i) the breach of any representation or warranty made by Parent or Seller in any manner related to or resulting from Lessee Parties’ operations on the Lease AreaArticle 4, including without limitation (aii) any violation breach by Parent or Seller of applicable Lawany of its covenants or agreements contained herein to be performed after the Closing, including (without limitationiii) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; liability to Goldenhill International M&A Advisors.
(b) Subject to Section 6.5 and the other provisions of this Article 6, after the Closing, Purchaser agrees to indemnify, defend and hold Parent or Seller and/or its officers, directors, employees, stockholders and affiliates (each a “Seller Indemnitee” and together the “Seller Indemnitees”) harmless from any Loss suffered or paid, directly or indirectly, as a result of or arising out of (i) the breach of any representation or warranty made by Purchaser in Article 3, and (ii) any breach by Purchaser of Lessee Parties’ representations, warranties, any of its covenants or obligations under this Lease; agreements contained herein to be performed after the Closing.
(c) any actsThe obligations to indemnify and hold harmless pursuant to Section 6.2(a) and pursuant to Section 6.2(b) shall survive the consummation of the transactions contemplated hereby until the end of the applicable Survival Periods, omissionsexcept for Claims for indemnification pursuant to such clauses that the Indemnified Party provides a Claim Notice with respect to such Claims on or before the expiration of the Survival Period, activities, or operations hereunder of Lessee Parties; and/or which Claims shall survive until final resolution thereof.
(d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and All indemnification payments under this Article 6 shall be adjustments to the extent such Liability is caused Purchase Price except as otherwise required by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaselaw.
Appears in 1 contract
General Indemnification. (a) Subject to the provisions of limitations set forth in this LeaseSection 9, ▇▇▇▇▇▇ assumes responsibility for the work done by LesseePreferred Stockholders will, its Affiliatesjointly and severally with respect to the Company's representations, servantswarranties, employeescovenants and agreements and severally with respect to their own representations, subcontractorswarranties, agentscovenants and agreements, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, indemnify and hold Lessorharmless Agere, its Affiliatesthe Surviving Entity and each Person, if any, who controls, may control or is controlled by Agere or the Surviving Entity within the meaning of the Securities Act (and the rules and regulations thereunder), and their respective officers, insurers, agents, contractorsdirectors, employees, licensees, lessees, EXECUTION COPY invitees, successors, agents and assigns advisors (individually and collectively, the “each such indemnitee being referred to herein as an "Indemnified Parties”) harmless forPerson"), from and against any Liability that may be asserted against the Indemnified Parties as a result of any actionand all losses, suitcosts, demanddamages, or proceeding commenced or asserted by any person or entity (liabilities, obligations, impositions, inspections, assessments, fines, deficiencies and expenses, including, without limitation, any governmental entityreasonable legal fees (collectively, "Damages"), arising out of which such Indemnified Person may incur or suffer resulting from, based upon or relating to (i) any inaccuracy in any manner related representation or warranty made by the Company or the Preferred Stockholders in this Agreement (including in any Exhibit or Schedule to this Agreement) or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (aii) any violation breach or default by the Company or the Preferred Stockholders of applicable Lawany of the covenants or agreements given or made by any of them in this Agreement (including in any Exhibit or Schedule to this Agreement); provided that any indemnification sought by an Indemnified Person in respect of Taxes (or any representation or warranty made in respect thereof) will be governed by the Tax indemnity set forth in Section 9.4 and will not be subject to the provisions of this Section 9.2, including Section 9.3 or Section 9.8.
(without limitationb) any Environmental LawAgere, the Company and the Preferred Stockholders acknowledge that such Damages, if any, would relate to unresolved contingencies existing at the Closing Date, which if resolved at the Closing Date would have led to a reduction in the total consideration that Agere would have agreed to pay in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasetransactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement (Agere Systems Inc)
General Indemnification. Subject to the provisions of this Lease(a) The Contractor shall hold harmless, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseeindemnify and defend HACLA and its officers, its Affiliatesemployees, commissioners, servants, employees, subcontractors, agents, granteessuccessors, inviteesassigns, or independent contractors (collectivelyinstrumentality entities, “Lessee Parties”) on subsidiaries and related non-profit corporations, as well as the Lease Area and specifically shall indemnifydirectors, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licenseescommissioners, lesseesservants, EXECUTION COPY inviteesagents, successors, and assigns of HACLA’s instrumentality entities, subsidiaries, and related non-profit corporations (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any actionall claims, suitactions, demandlawsuits, complaints, demands, damages, liabilities, losses, obligations, taxes, settlements, judgments, costs or proceeding commenced or asserted by any person or entity 20 HUD General Conditions, clause 24 expenses (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation reasonable attorney fees and costs), whether or not involving a third party claim, which arise out of, relate to, or result from (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (bi) any breach of Lessee Parties’ representations, warranties, any representation or obligations warranty of Contractor contained in this Contract; (ii) any breach of any covenant or other obligation or duty of the Contractor under this Lease; (c) any acts, omissions, activities, Contract or operations hereunder of Lessee Partiesunder applicable law; and/or (diii) any miningacts or omissions by Contractor or subcontractor of any tier, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is in each case whether or not caused by the negligence of HACLA or intentional any other Indemnified Party, and whether or not the relevant claim has merit. This indemnification provision shall not apply to any claims resulting solely from the gross negligence or willful misconduct of HACLA, HACLA’s officers, employees, commissioners, servants, agents, successors, assigns, instrumentality entities, subsidiaries, and related non-profit corporations, or the Indemnified Partiesdirectors, officers, employees, commissioners, servants, agents, successors, and assigns of HACLA’s instrumentality entities, subsidiaries, and related non-profit corporations. The Contractor's obligations set forth above shall survive the expiration or termination of the Term of this Contract, including any Option Term.
(b) HACLA does not, and shall not waive any rights that it may have against the Contractor by reason of the acceptance by HACLA, or the deposit with HACLA, of any insurance policies or endorsements required pursuant to this Contract. This includes without limitation indemnification provision shall apply regardless of whether or not said insurance policies or endorsements are determined to be applicable to any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancesclaims, environmental protection and/or natural resource actions, lawsuits, complaints, demands, damages, clean upsliabilities, surface and subsurface restorationlosses, reclamationobligations, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shalltaxes, at ▇▇▇▇▇▇’s own cost and expensesettlements, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actionsjudgments, suits costs or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseexpenses described above.
Appears in 1 contract
Sources: Memorandum of Understanding
General Indemnification. Subject to the provisions of this LeaseFRANCHISEE shall indemnify and hold harmless CITY, ▇▇▇▇▇▇ assumes responsibility for the work done by LesseeCITY’s contractors, its Affiliatespublic officials, servantsofficers, directors, employees, subcontractors, agents, grantees, invitees, or independent agents and other contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless forof each of them, from and against any Liability that and all claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals as well as all Court or other dispute resolution costs), liabilities, expenditures, or causes of action of any kind (including negligent, reckless, willful or intentional acts or omissions of the FRANCHISEE, any subcontractor, any supplier, any Person or organization directly or indirectly employed by any of them to perform or furnish any services or anyone for whose acts any of them may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entityliable), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Areafrom, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warrantiesrelative to, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct performance of the Indemnified Partiesservices permitted by this Agreement. This includes without limitation indemnity includes, but is not limited to, claims attributable to bodily injury, sickness, disease or death, and to injury or destruction of tangible property. FRANCHISEE agrees, at FRANCHISEE's expense, after written notice from CITY, to defend any claims for: injury action against CITY that falls within the scope of this indemnity, or CITY, at CITY's option, may elect not to or death of persons; damage tender such defense and may elect instead to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective secure its own attorneys to defend any such action and claims arising the reasonable costs and expenses of such attorneys incurred in defending such action shall be payable by FRANCHISEE. Additionally, if FRANCHISEE, after receipt of written notice from Lessee PartiesCITY, fails to make any payment due under this Agreement to CITY, FRANCHISEE shall pay any reasonable attorneys’ activities hereunderfees or costs incurred by CITY in securing any such payment from FRANCHISEE. Lessee Payment of any amount due pursuant to the foregoing indemnity shall, after receipt of written notice by FRANCHISEE from CITY that such amount is due, be made by FRANCHISEE prior to CITY being required to pay same, or in the alternative, CITY, at ▇▇▇▇▇▇’s own cost CITY's option, may make payment of an amount so due and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and FRANCHISEE shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability promptly reimburse CITY for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasesame.
Appears in 1 contract
Sources: Commercial Solid Waste and Recyclable Materials Collection Franchise Agreement
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility (i) Indemnification for the work done Benefit of the Company and the Parent by Lessee---------------------------------------------------------------- the Sellers. Following the Effective Time, the Management Sellers, jointly and ----------- severally, shall indemnify the Parent and its Affiliates, servantsshareholders, partners, officers, directors, employees, subcontractors, agents, granteesrepresentatives, invitees, or independent contractors successors and permitted assigns and the Company (collectively, “Lessee the "Seller Indemnified ------------------ Parties”") on the Lease Area and specifically shall indemnify, defend, save and hold Lessor, its Affiliates, each of them harmless against and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the pay on behalf of ------- or reimburse such Seller Indemnified Parties as a result of and when incurred for any actiondirect or indirect loss, suitliability, demand, or proceeding commenced or asserted by any person or entity claim, action, cause of action, cost, damage (including, without limitation, any governmental entityother than consequential damages and damages for lost profits), deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys', consultants' and experts' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "Losses"), which any such ------ Seller Indemnified Party may suffer, sustain or become subject to, as a result of, in any manner related connection with, relating or incidental to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation by virtue of: (a) any violation facts or circumstances which constitute a breach of applicable Lawany representation or warranty of the Company or the Sellers under this Agreement, including (without limitation) or in any Environmental Law, in connection with of the Lessee Parties’ operations on certificates or other instruments or documents furnished by the Lease AreaCompany or the Sellers pursuant to this Agreement; (b) any nonfulfillment or breach of Lessee Parties’ representationsany covenant, warranties, agreement or obligations other provision by the Company or the Sellers under this LeaseAgreement required to be performed or complied with by the Company or the Sellers at or prior to the Effective Time; (c) any actsnonfulfillment or breach of any covenant, omissions, activities, agreement or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities other provision by the Lessee Parties on Sellers under this Agreement required to be performed or complied with by the Lease Area and any products, waste, and byproducts arising therefrom; unless Sellers after the Effective Time. If and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions provision of this Section 10.6 8B is unenforceable for any reason, each Seller hereby agrees to make the maximum contribution to the payment and satisfaction of any Loss for which indemnification is provided for in this Section 8B which is permissible under applicable Laws. Notwithstanding anything contained herein, in no event shall survive termination the Company be required to provide indemnification or expiration contribution for any obligation of the Sellers under this LeaseSection 8B(i).
Appears in 1 contract
Sources: Merger Agreement (Multex Com Inc)
General Indemnification. (a) By CMSC and CES.
(i) Subject to Section 14.1 and the provisions limitations set forth in this Article XV and Article XVII, the Calpine Transaction Parties, jointly and severally, shall indemnify, save and hold harmless Bear Stearns, CalBear, each of their Affiliates, and each of their ▇▇▇▇▇▇tive directors, officers, employees, successors, transferees and assignees (each, a "Bear Stearns Party"), from and against any and all costs, losses, charges, ▇▇▇▇ilities, obligations, damages, Actions (including response Actions, removal Actions and remedial Actions), judgments, deficiencies, demands, fees, settlements and expenses, including interest, fines, penalties, costs of mitigation and cover (to the extent, but only to the extent, such costs are provided for in the definition of Third Party Losses), attorneys' fees and expenses, all amounts paid in the investigation, defense or settlement of any of the foregoing and costs of enforcing the applicable indemnity (collectively, "Damages") arising out of or resulting from:
(A) any untruth, inaccuracy or incorrectness of, or other breach of, any representation or warranty of Calpine or any Calpine Transaction Party in or pursuant to this LeaseAgreement or any of the other Transaction Documents;
(B) any nonfulfillment, nonperformance, nonobservance or other breach or violation of, or default under, any covenant or agreement made by Calpine or any Calpine Transaction Party in or pursuant to this Agreement or any of the other Transaction Documents;
(C) any Misconduct of Calpine or any of the Calpine Transaction Parties or any of their Affiliates or their respective Representatives;
(D) any Liability of Calpine, any Calpine Transaction Party or any of their Affiliates for any finder's fee, brokerage fee or commission or similar Payment in connection with the transactions contemplated hereby and by the other Transaction Documents; or
(E) any violation of Applicable Law by Calpine or any of the Calpine Transaction Parties or any of their Affiliates or their respective Representatives, in each case to the extent that the Damages to a Bear Stearns Party arose out of or resulted from the transa▇▇▇▇▇▇ assumes responsibility for contemplated by the work done by LesseeTransaction Documents or the fact that Bear Stearns or CalBear are parties to the Transaction Documents; ▇▇▇▇ided that this clause (E) shall not apply to any violations of Applicable Law indemnified under clauses (A), its Affiliates(B) or (C) above or any violations of Applicable Law not indemnified pursuant to such clauses (A), servants, employees, subcontractors, agents, grantees, invitees, (B) or independent contractors (collectively, “Lessee Parties”C) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any actionmateriality, suitknowledge, demand, or proceeding commenced or asserted Material Adverse Effect and similar qualifiers in the applicable provisions of this Agreement and the other Transaction Documents; (each claim for indemnity by any person or entity (including, without limitation, any governmental entitya Bear Stearns Party pursuant to this Section 15.1(a), arising out of a "Bear Stearns C▇▇▇▇").
(ii) The indemnity provided for i▇ ▇▇▇▇ Section 15.1(a) is not limited to Third Party Claims against any Bear Stearns Party, but includes Bear Stearns Claims incurred or sustain▇▇ ▇▇ ▇ny Bear Stearns Party in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at th▇ ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease.ce of
Appears in 1 contract
General Indemnification. Subject BBI shall, to the provisions of this Leasefullest extent permitted by law, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, defend and hold Lessorharmless ArQule and any parent, its Affiliates, subsidiary or sibling entity of ArQule and their respective shareholders, directors, officers, insurersemployees, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, successors and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result and all suits, actions, legal or administrative proceedings, claims, liens, demands, damages, liabilities, losses, costs, fees, penalties, fines and expenses (including attorneys’ fees and expenses and costs of any actioninvestigation, suit, demand, or proceeding commenced or asserted by any person or entity litigation and settlement) (including, without limitation, any governmental entity“Damages”), directly or indirectly arising out of or in any manner related to connected with (i) the actual or resulting from Lessee Parties’ operations on the Lease Areaalleged breach of BBI’s representations, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Areawarranties or covenants contained herein; (bii) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; persons (including BBI’s employees) and damage to propertyor destruction of property caused by the actions or inaction of BBI’s officers, employees, agents, contractors; nuisance; mechanics’ and materialmenor (iii) BBI’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release disclosure to ArQule (except for disclosure which has been approved by ArQule or disposal as is otherwise necessary under Section 4 of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor this Agreement) or infringement or misappropriation in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any the conduct of the Research Program, of any Intellectual Property of a third party, whether or intentional, willful, inadvertent or otherwise except to the extent that those Damages have been caused by the gross negligence or willful misconduct of such Indemnified Parties as determined by a court of competent jurisdiction in a final and non-appealable decision or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of in a binding settlement between the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder Indemnification shall not be limited by the exclusive remedy of ArQule for Damages but shall, whenever possible, be cumulative, in addition to, and not in lieu of any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance other remedies available at law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasein equity.
Appears in 1 contract
Sources: Research Agreement (Arqule Inc)
General Indemnification. Subject to the provisions of this Lease(a) TNCL and NPAL, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseejointly and severally, its shall indemnify and hold harmless LMC and LMC's Affiliates, servantssuccessors and assigns and their respective directors, officers, employees, subcontractorsshareholders, agentspartners, granteestrustees, inviteesbeneficial owners, or independent contractors representatives and attorneys in their capacity as such (collectivelyeach, “Lessee Parties”an "Indemnified LMC Person") on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against and with respect to, and shall reimburse each Indemnified LMC Person for, any Liability that may be asserted against the Indemnified Parties as a result and all losses, liabilities, obligations, Adjustments, damages, judgments, assessments, fines, interest, penalties, costs and expenses (including reasonable attorneys' fees and expenses) ("Losses") resulting from, based upon, arising out of or otherwise in respect of, and all claims, actions, suits, proceedings, investigations or demands ("Claims") incident or relating to or resulting from, (i) any untrue representation, breach of warranty or breach or nonfulfillment of any actioncovenant or agreement of NPAL or TNCL contained in this Agreement or in any certificate delivered pursuant hereto by NPAL or TNCL or (ii) the beneficial ownership (or exercise of any rights of beneficial ownership) of the Gemstar Shares from and after the Closing by TNCL, suit, demandNPAL, or proceeding commenced any of their respective successor or asserted assigns or the exercise by any person or entity of them of rights under the Gemstar Stockholders' Agreement from and after May 2, 2001 (including, without limitation, as a result of any governmental entityof the foregoing directing LMC or its Affiliates to take any action thereunder); provided, however, that neither TNCL nor NPAL shall be obligated to -------- ------- indemnify the LMC Indemnified Persons under this Section 10.1(a) to the extent that such Losses or Claims arise out of or are based upon any breach by LMC or LTVGIA of any of their representations, covenants or agreements set forth herein or a breach by LMC of Section 8 of the Gemstar Stockholders' Agreement.
(b) LMC shall indemnify and hold harmless TNCL and TNCL's Affiliates, successors and assigns and their respective directors, officers, employees, shareholders, partners, trustees, beneficial owners, representatives and attorneys in their capacity as such (each, an "Indemnified TNCL Person") from and against and with respect to, and shall reimburse each Indemnified TNCL Person for, any and all Losses resulting from, based upon, arising out of or otherwise in any manner related respect of, and all Claims incident or relating to or resulting from Lessee Parties’ operations on the Lease Areafrom, including without limitation (a) any violation of applicable Lawuntrue representation, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representationswarranty or breach or nonfulfillment of any covenant or agreement of LMC or LTVGIA contained in this Agreement or in any certificate delivered pursuant hereto by LMC or LTVGIA; provided, warrantieshowever, or obligations -------- ------- that LMC shall not be obligated to indemnify the Indemnified TNCL Persons under this Lease; (cSection 10.1(b) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent that such Liability is caused Losses or Claims arise out of any breach by the negligence TNCL or intentional misconduct NPAL of the Indemnified Parties. This includes without limitation any claims for: injury to their representations, covenants or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseagreements set forth herein.
Appears in 1 contract
Sources: Merger Agreement (Gemstar Tv Guide International Inc)
General Indemnification. Subject The Company and MDCM severally but not jointly agrees to indemnify and save harmless the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, Investors and their respective directors, officers, insurersaffiliates, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, successors and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any actionand all losses, suitliabilities, demanddeficiencies, or proceeding commenced or asserted by any person or entity costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Investors as a result of any governmental entity)inaccuracy in or breach of the representations, arising out of warranties or covenants made by the Company or MDCM herein or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified PartiesRelated Agreements. This includes without limitation any claims for: injury Each Investor and MDCM severally but not jointly agrees to or death of persons; damage to property; nuisance; mechanics’ indemnify and materialmen’s liens; workers’ compensation save harmless the Company and unemployment taxes; fires; timber trespass; fines its directors, officers, affiliates, successors and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface assigns from and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actionslosses, suits liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by any such Person as a result of any inaccuracy in or other legal proceedings that may be brought breach of the representations, warranties or instituted covenants made by the Investors or MDCM herein. The Company and each Investor severally but not jointly agrees to indemnify and save harmless MDCM and its directors, officers, affiliates, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorney's fees, charges and disbursements) incurred by MDCM as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Investors herein or by the Company herein or in any of the Indemnified Parties Related Agreements. MDCM shall have no indemnification obligation hereunder to the extent the claim, liability, loss or Lease Area damages arises from (i) specifications provided by the Company for modifications to the Openclose Code; (ii) derivative works created by the Company based on any the Openclose Code, PROVIDED, that the Openclose Code itself would not give rise to such Liability and shall pay or satisfy any judgment or decree that may be rendered against any a claim, (iii) use of the Indemnified Parties or Lease Area Openclose Code in any combination with non-MDCM approved third party products, including hardware and software, PROVIDED that the Openclose Code itself would not give rise to such actiona claim, suit or legal proceeding which may result therefrom. Without limiting the generality (iv) modifications of the foregoingOpenclose Code by a party other than MDCM, ▇▇▇▇▇▇ assumes liability for actions brought by any PROVIDED, that the Openclose Code itself would not give rise to such a claim, and (v) failure of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited Company to implement any improvement or updates to the Openclose Code provided by any workers’ compensationMDCM, benefits if the infringement claim would have been avoided by the use of the improvement or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseupdates.
Appears in 1 contract
General Indemnification. (a) Subject to the other provisions of this LeaseArticle 8, ▇▇▇▇▇▇ assumes responsibility for prior to the work done by LesseeClosing the Company shall, its Affiliatesand after the Closing each Seller shall (severally but not jointly based on each Seller’s Percentage Interests), servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, defend and hold Lessoreach of Parent, its Affiliates, and Merger Sub and/or their respective officers, insurers, agents, contractorsdirectors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns Affiliates and/or agents (individually and collectively, the each a “Indemnified PartiesPurchaser Indemnitee”) harmless forfrom any damages, from losses, liabilities, obligations, claims of any kind, interest or expenses (including reasonable attorneys’ fees and against any Liability that may be asserted against the Indemnified Parties expenses) (“Loss”) actually incurred as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (bi) any breach of Lessee Parties’ representationsany representation or warranty made by the Company (A) contained in Article 3 or (B) in any certificate or other instrument or document delivered by the Company to Parent and Merger Sub pursuant to this Agreement, warrantiesand (ii) any breach by the Company (prior to Closing) of any of its covenants or agreements contained herein which are to be performed on or before the Closing Date.
(b) Subject to the other provisions of this Article 8, Parent and Merger Sub shall, and after the Closing shall cause the Surviving Entity to, indemnify, defend and hold Sellers and their respective Affiliates, officers, directors, employees, and agents (each a “Seller Indemnitee”) harmless from any Loss actually incurred as a result of (i) any breach of any representation or obligations under warranty made by Parent or Merger Sub (A) contained in Article 4 or (B) in any certificate or other instrument or document delivered to the Company or the Representative pursuant to this Lease; Agreement, (ii) any breach by Parent of any of its covenants or agreements contained herein and (iii) any breach by the Surviving Entity (including by way of being the successor of Merger Sub and the Company) of any of its covenants or agreements contained herein which are to be performed by the Surviving Entity after the Closing Date.
(c) any actsThe obligations to indemnify and hold harmless pursuant to this Section 8.2 shall survive the consummation of the transactions contemplated hereby for the applicable period set forth in Section 8.1, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and except for claims for indemnification asserted prior to the extent end of such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any applicable period (which claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseuntil final resolution thereof).
Appears in 1 contract
Sources: Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.)
General Indemnification. (a) Subject to Sections 10.02 and Article IX, from and after the provisions of this LeaseClosing (except with respect to clause (ii) below), ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically SELLER shall indemnify, defend, defend and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, harmless the “Buyer Indemnified Parties”) harmless for, Parties from and against any Liability that may be all Damages asserted against the Indemnified Parties as a result of any actionagainst, suit, demandresulting to, or proceeding commenced imposed upon or asserted incurred by reason of, or resulting from:
(i) any person Third Party Claim or entity other Third Party Liability (includingother than obligations described in clause (ii) below, without limitation, any governmental entity), arising out of or Product Liability Claims and Third Party Claims and Third Party Liabilities reflected on the Closing Working Capital Statement and Payables incurred in any manner related the ordinary course from the Effective Time until the Closing) to the extent relating to or arising from the Business or events occurring or conditions existing prior to the Closing but only to the extent any resulting Damages relate to or arise from Lessee Parties’ operations periods on or prior to the Lease Area, including without limitation Closing;
(aii) any violation of applicable Lawfees, including (without limitation) expenses or other payments incurred and not previously paid or owed by SELLER or its Affiliates to any Environmental Lawbrokers, financial advisors or comparable other Persons retained or employed by it or them in connection with the Lessee Parties’ operations on Transactions;
(iii) (A) the Lease Areainaccuracy or breach of any of the representations and warranties of SELLER contained in this Agreement (determined assuming that there are no materiality or Material Adverse Effect qualifications contained in such representations and warranties) and (B) the breach or nonfulfillment of any of the covenants and agreements of SELLER contained in this Agreement required to be performed before, at or after the Closing; and
(iv) any product liability Claims with respect to the manufacture, sale, lease or delivery of any Products by the Business ("Product Liability Claims"); provided, that such Products were -------- manufactured prior to the Closing and were sold prior to the date that is 90 days after the Closing Date.
(b) any breach of Lessee Parties’ representationsSubject to Section 10.02 and Article IX, warrantiesfrom and after the Closing (except with respect to clause (ii) below), each Company shall, jointly and severally, indemnify, defend and hold harmless the Seller Indemnified Parties from and against all Damages asserted against, resulting to, or obligations under this Lease; imposed upon or incurred by reason of, or resulting from:
(ci) any actsThird Party Claim or other Third Party Liability (other than obligations described in clause (ii) below), omissionsto the extent relating to or arising from the Business or events occurring or conditions existing after the Closing but only to the extent any resulting Damages relate to periods from and after the Closing (including such obligations arising from and after the Closing from or related to any Contracts of the Companies other than the Affiliate Contracts that are not Continuing Affiliate Contracts regardless of when such contracts or other agreements were entered into except, activitiesin each case, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Third Party Claim or Third Party Liability is caused arose from a breach of contract occurring prior to the Closing), and any Third Party Claim of any lender under the transactions contemplated by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation Financing Letters;
(ii) any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancesfees, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits expenses or other legal proceedings that may be brought payments incurred and not previously paid or instituted against owed by BUYER or its Affiliates to any brokers, financial advisors or comparable other Person retained or employed by it or them in connection with the Transactions;
(iii) (A) the inaccuracy or breach of any of the Indemnified Parties representations and warranties of BUYER contained in this Agreement (determined assuming that there are no materiality or Lease Area on any Material Adverse Effect qualifications contained in such Liability representations and shall pay or satisfy any judgment or decree that may be rendered against warranties) and (B) the breach of any of the Indemnified Parties covenants and agreements of BUYER contained in this Agreement required to be performed before, at or Lease Area in after the Closing;
(A) any such action, suit guarantee or legal proceeding which may result therefrom. Without limiting the generality obligation to assure performance given or made by SELLER or any Affiliate of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties SELLER with respect to any claim obligation of the Business arising after the Closing, including any Continuing Performance Bonds, and (B) the failure of BUYER to cause any Continuing Performance Bonds to be released in accordance with Section 8.14; and
(v) any Product Liability Claims with respect to Products (A) manufactured prior to the Closing and sold on or injury arising from after the operations of Lessee Parties under this Lease date that is 90 days after the Closing Date and (B) manufactured after the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions Closing.
(c) For purposes of this Section 10.6 10.01, the approval and consummation of the transactions contemplated by the Financing Letters shall survive termination or expiration of this Leasebe deemed to have occurred after the Closing.
Appears in 1 contract
General Indemnification. Subject to (a) Except as limited by the provisions of this LeaseSection 9.01(a), ▇▇▇▇▇▇ assumes responsibility for applicable law, each Manager and Officer of the work done Company (each an “Indemnitee”) shall be entitled to be indemnified and held harmless against all losses, liability and expenses, including reasonable attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by Lesseereason of its being a Manager, its Affiliates, servants, employees, subcontractors, agents, grantees, inviteesMember or Officer of the Company, or independent contractors (collectivelyby reason of its involvement in the management or affairs of the Company, “Lessee Parties”whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred; provided that no Indemnitee shall be indemnified under this Section 9.01(a) on the Lease Area and specifically shall indemnifyfor any losses, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demandliabilities, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), expenses arising out of the fraud, intentional misconduct, or gross negligence of such Indemnitee. The rights of indemnification provided in this Section 9.01(a) shall be in addition to any manner related rights which an Indemnitee may otherwise be entitled by contract or as a matter of law and shall extend to or resulting from Lessee Parties’ operations on such Indemnitee’s successors and assigns. In particular, and without limitation of the Lease Areaforegoing, an Indemnitee shall be entitled to indemnification by the Company against reasonable expenses (as incurred), including without limitation (a) any violation of applicable Lawattorneys’ fees, including (without limitation) any Environmental Law, incurred by the Indemnitee in connection with the Lessee Parties’ operations on defense of any action to which the Lease Area; Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any applicable statute.
(b) Except as limited by applicable law, expenses incurred by an Indemnitee in defending any breach proceedings, including a proceeding by or in the right of Lessee Parties’ representationsthe Company (except a proceeding by or in the right of the Company against such Indemnitee), warrantiesshall be paid by the Company in advance of the final disposition of the proceeding upon receipt of a written undertaking by or on behalf of such Indemnitee to repay such amount if such Indemnitee is determined pursuant to this Section 9.01 or adjudicated to be ineligible for indemnification, or obligations under this Lease; which undertaking shall be an unlimited general obligation of the Indemnitee but need not be secured and shall be accepted without regard to the financial ability of the Indemnitee to make repayment.
(c) any acts, omissions, activities, or operations hereunder The indemnification provided by this Section 9.01 shall inure to the benefit of Lessee Parties; and/or the heirs and personal representatives of each Indemnitee.
(d) No amendment or repeal of the provisions of this Section 9.01 which adversely affects the rights of any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and Indemnitee under this Section 9.01 with respect to the extent acts or omissions of such Liability is caused by Indemnitee at any time prior to such amendment or repeal shall apply to such Indemnitee without the negligence or intentional misconduct written consent of such Indemnitee.
(e) Any indemnification pursuant to this Section 9.01 shall be made only out of the Indemnified Parties. This includes without limitation assets of the Company and shall in no event cause the Member to incur any claims for: injury personal liability or shall it results in any liability of the Member to any third party.
(f) No Manager or death Officer of persons; damage the Company who is or was serving at the request of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, authorized person, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be liable to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release the Company or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims the Member for monetary damages arising from Lessee Parties’ activities hereunder. Lessee shallactions taken, at ▇▇▇▇▇▇’s own cost and expenseor actions failed to be taken, defend in his or her capacity as such except for (with counsel acceptable to Lessor in its sole and absolute discretioni) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any acts that involve a knowing violation of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensationLaw, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties (ii) liability with respect to any claim transaction from which such Person derived an improper personal benefit and (iii) liability from any breach of such Person’s duty of loyalty to the Company, in each case described in clauses (i), (ii) and (iii) preceding, as determined by a final, nonappealable order of a court of competent jurisdiction. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by Law, the Company or injury arising from any Member, as applicable, shall bear the operations burden of Lessee Parties establishing a prima facie case that the Manager or any of the affiliate of the manager breached the standard of care set forth above in this Section 9.01(f). In addition, by resolution of the Board of Managers, the Company, may but is not obligated to, exculpate any employee or agent of the Company to the same degree that a Manager or officer is exculpated under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease9.01(f).
Appears in 1 contract
Sources: Limited Liability Company Agreement (Ute Energy Upstream Holdings LLC)
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically The Concessioning Authority shall indemnify, defend, save and hold Lessorharmless the Concessionaire against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature arising out of: (i) defect in title and/or the rights of the Concessioning Authority in the land comprised in the Project Site; and/or (ii) breach by the Concessioning Authority of any of its obligations under this Agreement or any related agreement, which materially and adversely affect the performance by the Concessionaire of its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or omission, or breach of any of its obligations under any provision of this Agreement or any related agreement and/or breach of its statutory duty on the part of the Concessionaire, its subsidiaries, Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelyservants or agents, the “Indemnified Parties”) harmless forsame shall be the liability of the Concessionaire. Notwithstanding anything to the contrary in this Agreement, from and against the liability of one Party towards the other Party for any Liability that may be asserted against the Indemnified Parties as a result damages or compensation of any actionnature whatsoever under this Agreement, suitsave and except where amounts exceeding the Total Project Cost are specifically prescribed in this Agreement as Termination Payment, demandshall not exceed the Total Project Cost. The limitation hereunder shall not apply to any or all liabilities in respect of third parties. The Parties agree that the Concessionaire’s liability will be uncapped in case of any liabilities arising due to:
(a) any amount payable as indemnity to the Concessioning Authority due to its acts or omissions or fraud, gross negligence and wilful misconduct;
(b) breach of any Applicable Laws or proceeding commenced any Applicable Permits;
(c) any claims or asserted loss on account of Intellectual Property rights violation by the Concessionaire;
(d) any personal bodily injury or death of any person or entity (including, without limitation, any governmental entity)caused by, arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation connection with its performance of this Agreement; or
(ae) any violation loss of applicable Lawor physical damage to property of the Concessioning Authority or any third party caused by, including (without limitation) any Environmental Law, arising out of or in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions performance of this Section 10.6 shall survive termination or expiration of this LeaseAgreement.
Appears in 1 contract
Sources: Concession Agreement
General Indemnification. (a) Subject to the provisions of this LeaseArticle 8, ▇▇▇▇▇▇ assumes responsibility for from and after the work done by LesseeClosing Date, its AffiliatesSellers, servantshereby agree to jointly and severally indemnify, defend and hold harmless Buyer and all of Buyer’s Affiliates (including, after the Closing Date, the Company) and each of their respective directors, officers, managers, partners, employees, subcontractors, agents, granteesequityholders, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, successors and assigns (individually and each, a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties”) harmless for), from and against any Liability and all Losses incurred or suffered by any Buyer Indemnified Party arising out of, based upon or resulting from any of the following:
(i) any breach of any representation or warranty contained in Article 3 or Article 4;
(ii) any breach by any Seller or the Company of, or any failure of Sellers or the Company to perform, any of the covenants, agreements or obligations contained in or made pursuant to this Agreement;
(iii) any unpaid Transaction Expenses and Indebtedness (to the extent not deducted from the Purchase Price pursuant to Article 2);
(iv) the actual or alleged presence of any Materials of Environmental Concern on any Leased Real Property as of the Closing Date, the actual or alleged violation of any existing at the time of closing date Environmental Law by the Company prior to the Closing Date or any claim or liability under any existing at the time of closing date Environmental Law based on any act or omission of the Company prior to the Closing Date;
(v) all Taxes (or the nonpayment thereof) of (A) the Company or Sellers for all Pre-Closing Periods and Pre-Closing Partial Tax Periods and (B) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing.
(vi) any document purportedly executed by any Seller or the Company appearing to grant an option, warrant, purchase right, proxy, power of attorney, voting trust or other Contract with respect to (A) the issuance or disposition of any Equity Interests of any Seller or the Company, including the Shares (other than this Agreement), or (B) the disposition of any assets of the Company, that may the Sellers maintain was not, in fact, duly executed by any Seller or the Company.
(b) Subject to the provisions of this Article 9, from and after the Closing Date, Buyer hereby agrees to indemnify, defend and hold harmless Sellers and all of Sellers’Affiliates, including, agents and successors, from and against any and all Losses incurred or suffered by Sellers arising out of, based upon or resulting from any of the following:
(i) any breach or violation of any of the representations or warranties of the Buyer contained in this Agreement;
(ii) any breach or violation of any of the covenants or agreements of Buyer contained in this Agreement; and
(iii) Any and all liability to the Israel Tax Authority imposed or sought to be asserted against imposed upon a Seller or the Indemnified Parties Sellers as a result of actions or omissions of Buyer or the Company, with respect to the Tax ruling obtained in anticipation of Closing, subsequent to the Closing Date.
(c) In the event that a Person entitled to indemnification under this Article 9 (the “Indemnified Party”) shall incur or suffer any actionLosses in respect of which indemnification may be sought under this Article 9 against the Person(s) required to provide indemnification under this Article 9 (collectively, suitthe “Indemnifying Party”), demandthe Indemnified Party shall assert a claim for indemnification by providing a written notice (the “Notice of Loss”) to the Indemnifying Party stating the nature and basis of such Notice of Loss. The Notice of Loss shall be provided to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware that it has incurred or suffered a Loss. Notwithstanding the foregoing but subject to Section 9.2, any failure to provide the Indemnifying Party with a Notice of Loss, or proceeding commenced any failure to provide a Notice of Loss in a timely manner as aforesaid, shall not relieve any Indemnifying Party from any Liability that it may have to the Indemnified Party under this Section 9.1 except to the extent that the ability of such Indemnifying Party to defend such claim is materially prejudiced by the Indemnified Party’s failure to give such Notice of Loss. If the Notice of Loss relates to a Third-Party Claim, the procedures set forth in Section 9.1(d) shall be applicable. If the Notice of Loss does not relate to a Third-Party Claim, the Indemnifying Party shall have 30 days from the date of receipt of such Notice of Loss to object to any of the subject matter and any of the amounts of the Losses set forth in the Notice of Loss, as the case may be, by causing the Indemnifying Party to deliver written notice of objection thereof to the Indemnified Party. If the Indemnifying Party fails to send a notice of objection to the Notice of Loss within such 30-day period, the Indemnifying Party shall be deemed to have agreed to the Notice of Loss and shall be obligated to pay to the Indemnified Party the portion of the amount specified in the Notice of Loss to which the Indemnifying Party has not objected. If the Indemnifying Party sends a timely notice of objection, the Indemnifying Party and the Indemnified Party shall use their commercially reasonable efforts to settle (without an obligation to settle) such claim for indemnification. If the Indemnifying Party and the Indemnified Party do not settle such dispute within 30 days after the Indemnified Party’s receipt of the Indemnifying Party’s notice of objection, the Indemnifying Party and the Indemnified Party shall be entitled to seek enforcement of their respective rights under this Article 9.
(d) Promptly after receipt by an Indemnified Party of notice of the assertion of any claim or asserted the commencement of any Proceeding by any person or entity a third party (includinga “Third-Party Claim”) in respect of which the Indemnified Party shall seek indemnification hereunder, without limitationthe Indemnified Party shall so notify in writing the Indemnifying Party, but, subject to Section 9.2, any governmental entityfailure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability that it may have to the Indemnified Party under this Section 9.1, except to the extent that the ability of the Indemnifying Party to defend the Third-Party Claim is materially prejudiced by the Indemnified Party’s failure to give such notice. In no event shall the Indemnified Party admit any Liability with respect to such Third-Party Claim or settle, compromise, pay or discharge such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any such Third-Party Claim (i) as to which the Indemnifying Party has acknowledged in writing its obligation to indemnify the Indemnified Party hereunder and (ii) for which the Indemnifying Party has demonstrated to the satisfaction of the Indemnified Party the economic ability to satisfy in full all damages arising from such Third-Party Claim, the Indemnifying Party shall have the right to assume the defense (at the expense of the Indemnifying Party) of any such claim through counsel chosen by the Indemnifying Party by notifying the Indemnified Party within 30 days after the receipt by the Indemnifying Party of the Indemnified Party’s notice of the Third-Party Claim; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, however, that if the Indemnified Party has been advised by its counsel that there are one or more legal defenses available to it that are different from or additional to those available to any Indemnifying Party or that there is otherwise a potential conflict between the interests of the Indemnified Party and any Indemnifying Party, the Indemnified Party shall have the right to employ separate counsel to represent it at the expense of the Indemnifying Party. Subject to the preservation of attorney-client privilege, the Indemnifying Party agrees to render to the Indemnified Party, its counsel and agents such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim, which assistance shall include, to the extent reasonably requested, the retention and provision of records and information reasonably relevant to such Third-Party Claim. Unless such settlement (w) includes only the payment of monetary damages (which are fully paid by the Indemnifying Party), arising out (x) does not impose any injunctive or equitable relief upon the Indemnified Party, (y) does not require any admission or acknowledgment of liability or fault of the Indemnified Party and (z) contains an unconditional release of the Indemnified Party in respect of such claim, the Indemnifying Party may not settle or otherwise dispose of any manner related Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.
(e) With respect to any Third-Party Claim as to which the Indemnifying Party shall have acknowledged in writing its obligation to indemnify the Indemnified Party hereunder, after written notice by the Indemnifying Party to the Indemnified Party of the election by the Indemnifying Party to assume control of the defense of any such Third-Party Claim, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any defense costs or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, fees subsequently incurred by such Indemnified Party in connection with the Lessee Parties’ operations on defense thereof, except as set forth in Section 9.1(d). If the Lease Area; (b) any breach Indemnifying Party does not assume control of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder the defense of Lessee Parties; and/or (d) any mining, drilling, and smelting activities such Third-Party Claim within 30 days after the receipt by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct Indemnifying Party of the notice required pursuant to Section 9.1(d), the Indemnified Parties. This includes without limitation any claims for: injury Party shall have the right to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, defend such Third-Party Claim in such manner as it may deem appropriate at ▇▇▇▇▇▇’s own the cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any expense of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseIndemnifying Party.
Appears in 1 contract
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility (i) Indemnification for the work done Benefit of the Purchaser by Lessee, the Sellers. The Sellers shall indemnify the Purchaser and its Affiliates, servantsshareholders, partners, officers, directors, employees, subcontractors, agents, granteesrepresentatives, invitees, or independent contractors successors and permitted assigns and the Company (collectively, “Lessee the "Seller Indemnified Parties”") on the Lease Area and specifically shall indemnify, defend, save and hold Lessor, its Affiliates, each of them harmless against and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the pay on behalf of or reimburse such Seller Indemnified Parties as a result of and when incurred for any actiondirect or indirect loss, suitliability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or proceeding commenced expense, whether or asserted by any person or entity (including, without limitation, any governmental entity), not arising out of third party claims (including interest, penalties, reasonable attorneys', consultants' and experts' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing), but expressly excluding consequential damages and lost profits (collectively, "Losses"), which any such Seller Indemnified Party may suffer, sustain or become subject to, as a result of, in any manner related connection with, relating or incidental to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation by virtue of: (a) any violation facts or circumstances which constitute a breach of applicable Lawany representation or warranty of the Sellers under Sections 2 or 3 of this Agreement, including (without limitationit being understood and agreed that for purposes of this Section 6 and the Indemnification Agreement Section 2M(i) shall be deemed not to include any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Areaqualifications for materiality); or (b) any nonfulfillment or breach of Lessee Parties’ representationsany covenant, warranties, agreement or obligations other provision by the Sellers under this LeaseAgreement or any of the Schedules attached hereto required to be performed or complied with by the Sellers before or after the Closing; or (c) any acts, omissions, activitiesclaim by any Person (other than the Purchaser) with respect to, or operations hereunder of Lessee Parties; and/or (d) arising as a result of, any mining, drilling, and smelting activities by Acquisition Proposal or Third Party Acquisition proposed prior to the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless Closing Date. If and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions provision of this Section 10.6 6B is unenforceable for any reason, each Seller hereby agrees to make the maximum contribution to the payment and satisfaction of any Loss for which indemnification is provided for in this Section 6B which is permissible under applicable Laws. Notwithstanding anything contained herein, in no event shall survive termination the Company be required to provide indemnification or expiration contribution for any obligation of the Seller under this Section 6B.
(ii) Indemnification for the Benefit of the Sellers by the Purchaser. The Purchaser shall indemnify the Sellers and their Affiliates, shareholders, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") and hold them harmless against any Losses which the Purchaser Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) any facts or circumstances which constitute a breach of any representation or warranty of the Purchaser under Section 4 of this LeaseAgreement; or (b) any nonfulfillment or breach of any covenant, agreement or other provision by the Purchaser under this Agreement required to be performed or complied with by the Purchaser before or after the Closing.
Appears in 1 contract
Sources: Share Purchase Agreement (Gerber Childrenswear Inc)
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically Borrower shall indemnify, defend, and hold LessorBank and its Affiliates and the partners, its Affiliatesdirectors, and their respective officers, insurersemployees, agents, contractorstrustees, employeesadministrators, licenseesmanagers, lessees, EXECUTION COPY invitees, successorsadvisors, and assigns representatives of Bank and its Affiliates (individually and collectivelyeach, the an “Indemnified PartiesPerson”) harmless foragainst: all losses, from claims, damages, liabilities, and against related reasonable documented out-of-pocket expenses (including Bank Expenses and the reasonable documented out-of-pocket fees, charges, and disbursements of any Liability that may be asserted against the counsel for any Indemnified Parties Person) (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any action, suit, demandother Loan Document, or proceeding commenced any agreement or asserted instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (ii) any person Credit Extension or entity the use or proposed use of the proceeds therefrom, (includingiii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Borrower or any of its Subsidiaries, without limitation, or any governmental entity), arising out of or environmental liability related in any manner related way to Borrower or resulting from Lessee Parties’ operations on the Lease Areaany of its Subsidiaries, including without limitation or (aiv) any violation of applicable Lawactual or prospective claim, including (without limitation) litigation, investigation or proceeding relating to any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower, and regardless of whether any Indemnified Person is a party thereto; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the Lessee Partiesgross negligence or willful misconduct of such Indemnified Person. Lessee’s indemnity obligation hereunder All amounts due under this Section 11.3 shall be payable promptly after demand therefor. This section 11.3(a) shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties apply with respect to any claim or injury Taxes other than Taxes that represent losses, claims, damages, etc. arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseany non-Tax claim.
Appears in 1 contract
Sources: Loan and Security Agreement (Candel Therapeutics, Inc.)
General Indemnification. Subject 118
(i) In addition to the provisions other indemnities contained herein, and notwithstanding the existence of this Lease, ▇▇▇▇▇▇ assumes responsibility any insurance carried by or for the work done by Lesseebenefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and its Affiliatesprincipals, servantspartners, officers, members, directors, shareholders, employees, subcontractorsmanagers, agents, grantees, invitees, or independent contractors agents and servants (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Landlord Indemnified Parties”) harmless for; each individually, a “Landlord Indemnified Party”), from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against the Landlord Indemnified Parties (excluding any Liability indirect, special, punitive or consequential damages as provided in Section 41.3) by reason of any of the following (in each case, other than to the extent resulting from Landlord’s gross negligence or willful misconduct or default hereunder or the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise)): (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Facility (or any part thereof) or adjoining sidewalks under the control of Tenant or any Subtenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Facility (or any part thereof); (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (iv) any claim for malpractice, negligence or misconduct committed by Tenant or any Person on or from the Facility (or any part thereof); (v) the violation by Tenant of any Legal Requirement (including any Gaming Regulations) or Insurance Requirements; (vi) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant; (vii) any lien or claim that may be asserted against the Facility (or any part thereof) arising from any failure by Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof); (viii) any third-party claim asserted against Landlord as a result of Landlord being a party to the MLSA, so long as such claim does not result from Landlord’s actions; (ix) all amounts actually payable by a Landlord Indemnified Parties Party to any Fee Mortgagee Securitization Indemnitee under any Existing Fee Mortgage Document as in effect as of the Commencement Date in the nature of indemnification as a result of any actionTenant Securitization Certification being inaccurate and (x) any matter arising out of Tenant’s (or any Subtenant’s) management, operation, use or possession of the Facility or any business or other activity carried on, at, from or in relation to the Facility (including any litigation, suit, demandproceeding or claim asserted against Landlord). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, or, with respect to amounts payable by Tenant under the foregoing clause (ix), when such amounts become payable under the applicable Fee Mortgage Document, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable, or proceeding commenced by employees, agents, assignees, contractors, subcontractors or asserted by others acting for or on behalf of Tenant or any person Subtenant or entity any Subsidiary, as applicable (including, without limitation, any governmental entityManager or anyone acting by, through or on behalf of Manager) (whether or not they are negligent, intentional, willful or unlawful), arising out shall be strictly attributable to Tenant.
(ii) Notwithstanding the existence of any insurance carried by or in for the benefit of Landlord or Tenant, and without regard to the policy limits of any manner related to or resulting such insurance, Landlord shall protect, indemnify, save harmless and defend Tenant and its principals, partners, officers, members, directors, shareholders, employees, managers, agents and servants (collectively, the “Tenant Indemnified Parties”; each individually, a “Tenant Indemnified Party”) from Lessee Parties’ operations on the Lease Areaand against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including without limitation reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against the Tenant Indemnified Parties (aexcluding any indirect, special, punitive or consequential damages as provided in Section 41.3) any violation by reason of applicable Law(A) Landlord’s gross negligence or willful misconduct hereunder, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and other than to the extent such Liability is caused by the resulting from Tenant’s gross negligence or intentional willful misconduct or default hereunder, and (B) the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise). Any amounts which become payable by Landlord under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Indemnified Parties, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ Landlord, with its counsel and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own its sole cost and expense, shall contest, resist and defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actionssuch claim, suits action or other legal proceedings that may be brought proceeding asserted or instituted against any of the Tenant Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions For purposes of this Section 10.6 Article XXI, any acts or omissions of Landlord, or by employees, agents, contractors, subcontractors or others acting for or on behalf of Landlord (whether or not they are negligent, intentional, willful or unlawful), shall survive termination or expiration of this Leasebe strictly attributable to Landlord.
Appears in 1 contract
General Indemnification. Subject The Seller and the Parent agree, jointly and severally, to indemnify and hold harmless the provisions of this LeaseBuyer and its Affiliates and their respective directors, ▇▇▇▇▇▇ assumes responsibility for officers and employees (the work done by Lessee"Buyer Indemnitees") from and against (A) any and all payments, its Affiliatesdamages, servantsclaims, employeesdemands, subcontractorslosses, agentsexpenses, granteescosts, inviteesobligations and liabilities, or independent contractors including reasonable attorneys' fees, but excluding lost profits and consequential damages (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify"Damages"), defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that which may be asserted against or sustained or incurred by the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity)Buyer Indemnitees in connection with, arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (ai) any violation inaccuracy in, misrepresentation, breach or alleged breach of applicable Lawany of the representations, including warranties, agreements, commitments, obligations, covenants or conditions made by the Seller or the Parent hereunder; (without limitationii) the Excluded Liabilities; (iii) the failure of the transfer and assignment of the Acquired Assets from the Seller to the Buyer to cause the Buyer to acquire such title to the Acquired Assets as is represented and warranted by the Seller in this Agreement and the Disclosure Schedule, unless such failure is caused by the action of the Buyer; and (iv) any Environmental Lawbreach of any obligation arising under the Assumed Contracts on or prior to the Closing Date; and (B) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by the Buyer Indemnitees in connection with the Lessee Parties’ operations enforcement of their respective rights hereunder. To the full extent permitted by law, the Seller and the Parent covenant on behalf of themselves and their Affiliates not to sue ▇▇▇ of the Lease Area; (b) Buyer Indemnitees regarding any breach matters referenced in this Section 9.2. Notwithstanding the foregoing, the Seller and its Affiliates shall have the right to enforce the performance of Lessee Parties’ representationsthe Buyer's covenants and obligations set forth in this Agreement or the other agreements contemplated hereby, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability that the Seller or its Affiliate is caused by a party thereto or otherwise entitled to the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasethereunder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Paragon Corporate Holdings Inc)
General Indemnification. Subject to the provisions of limitations set forth in this LeaseArticle 12, ▇▇▇▇▇▇ assumes responsibility for the work done by LesseeButane Stockholders will severally indemnify and hold harmless Fuel and its officers, its Affiliatesdirectors, servants, agents and employees, subcontractorsand each Person, agentsif any, grantees, invitees, who Controls or independent contractors may Control Fuel (collectively, “Lessee Parties”hereinafter referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result and all claims, demands, actions, causes of any actionactions, suitlosses, demandcosts, or proceeding commenced or asserted by any person or entity (includingdamages, liabilities and expenses, including without limitation, any governmental entity), reasonable legal fees and costs (hereinafter referred to as "DAMAGES") directly or indirectly arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation from:
(ai) any violation misrepresentation or breach of applicable Law, including (without limitation) any Environmental Law, or default in connection with any of the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, agreements and covenants given or obligations under made by Butane in this Lease; Agreement or any certificate, document or instrument delivered by or on behalf of Butane pursuant hereto;
(cii) any actsattorney, omissionsaccounting or other expenses (other than investment banking fees) in excess of $200,000 incurred in connection with this Agreement or the transactions contemplated hereby that are paid for by Butane or which Butane is obligated to pay after the date hereof;
(iii) any failure of such Butane Stockholders (i) to have good, activitiesvalid and marketable title to the issued and outstanding Butane Common Stock or Butane Preferred Stock held by such Stockholders, free and clear of all liens, claims, pledges, options, adverse claims, assessments or charges of any nature whatsoever, or operations hereunder (ii) to have full right, capacity and authority to vote such Butane Common Stock or Butane Preferred Stock in favor of Lessee Parties; and/or the Merger and the other transactions contemplated hereby, provided, however, that the Indemnified Person may only seek and recover Damages from the Butane Stockholder who failed to have good, valid and marketable title to or authority to vote the issued and outstanding Butane Common Stock or Butane Preferred Stock held by such Butane Stockholder;
(div) any mining, drilling, and smelting activities amount paid to a holder of Dissenting Shares in excess of the aggregate amount such stockholder would have received pursuant to Section 2.1 of this Agreement; or 52 60 (v) any Taxes paid or payable by Fuel or the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and Surviving Corporation related to the extent such Liability is caused by the negligence or intentional misconduct portion of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ Sale Bonus payable one day after the Effective Time (and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of specifically excluding the Indemnified Parties or Lease Area Contingent Sale Bonus payable as set forth on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseExhibit I hereto).
Appears in 1 contract
Sources: Merger Agreement (Firepond Inc)
General Indemnification. Subject to the provisions of this LeaseClient shall fully defend, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseeindemnify and hold harmless MGT and its officers, its Affiliates, servantsdirectors, employees, subcontractors, agents, grantees, invitees, representatives or independent contractors successors and assigns (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that and all claims, demands, actions or causes of actions and any and all liabilities, costs and expenses (including but not limited to attorney’s fees and expenses, incurred in the defense of an Indemnified Party, including costs of appeal) damage or loss in connection therewith, what may be asserted against by the Indemnified Parties as a result of Customer, its officers, employees, agents, representatives, successors or assigns or any action, suit, demandother third party on account of, or proceeding commenced sustained or asserted by any person alleged to have been sustained by, or entity (including, without limitation, any governmental entity), arising out of or growing out of bodily injury, including death, or loss of use or damage to or destruction of property caused by, arising out of, sustained or alleged to have been sustained by, or in any manner related way incidental to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on Customer’s performance of the Lease Area; (b) any breach Services under this Agreement or Statement of Lessee Parties’ representationsWork, warrantiesregardless of whether such claims, demands, actions, causes of action or liability are or alleged to have been caused by in part or contributed to by the negligence, fault, or obligations strict liability of any Indemnified Party. MGT’s indemnity obligation under this LeaseParagraph is contingent upon the MGT seeking indemnity (“Indemnitee”) to (i) promptly notify the Customer (“Indemnitor”) of each claim; (c) provided, however, that the Indemnitee’s failure to give prompt notice to the Indemnitor of any acts, omissions, activities, or operations hereunder such claim shall not relieve the Indemnitor of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless obligation under this Paragraph except and to the extent that such Liability is caused failure materially prejudices the Indemnitor’s ability to defend against such claim; (ii) provide the Indemnitor with sole control over the defense and/or settlement thereof provided however, that Indemnitor shall not settle any claim that includes an admission of wrongdoing by the negligence Indemnitee or intentional misconduct of otherwise adversely affects Indemnitee’s interests without its prior consent; and (iii) at the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmenIndemnitor’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost request and expense, defend (with counsel acceptable provide full information and reasonable assistance to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties Indemnitor with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasesuch claim.
Appears in 1 contract
Sources: Master Engagement Agreement
General Indemnification. Subject (a) Sellers hereby jointly and severally indemnify and hold and save Buyer and USDT and its officers, directors, employees and agents (the "Indemnified Parties") harmless from and against any and all liability, loss, cost, damages, expenses (including attorney's fees and expenses and court costs) or deficiency or obligation of, or claim against, USDT or Buyer of every kind, nature and description, absolute or contingent:
(i) accrued in respect of, or measured by, or otherwise arising from the income, operations, franchises, properties or assets of USDT, for any period or periods ending on or prior to the Closing Date or existing or outstanding against USDT prior to the Closing Date, or thereafter coming into being or arising by reason of any state of facts existing prior to the Closing Date including, without limitation, claims relating to Taxes, assessments, deficiencies, penalties and interest, except (A) to the extent that the same have been provided for, reflected or reserved against in the Financial Statements, (B) to the extent disclosed in the Disclosure Schedule, and/or (C) to the extent of contractual obligations incurred in the ordinary course of the business of USDT since the date of the May 31, 1999 Financial Statements;
(ii) resulting from or relating to any misrepresentation, omission, breach of warranty, covenant or representation by either of Seller or USDT in connection with the transactions contemplated hereby; and
(iii) all actions, suits, proceedings, assessments, judgments, costs and expenses (including reasonable legal fees) incident to the foregoing and including such legal fees, expenses and costs incurred in enforcing this indemnity.
(b) In the event that any legal proceeding shall be instituted or any claim or demand shall be made against any Indemnified Party in respect of which such Indemnified Party shall have the right to indemnification or payment from the Sellers under this Section 7.1, the party seeking such payment or indemnification will promptly cause written notice thereof to be given to Sellers, provided that failure to give such notice shall not relieve the Sellers of their indemnification obligations, except where, and solely to the extent that, the failure to notify actually and materially prejudices the rights of the Sellers. Sellers shall be entitled to participate, at Sellers' own expense and by employing counsel selected by them subject to approval by Buyer, in any such legal proceeding or the negotiation and settlement of any such claim or demand; provided, however, that such participation shall not relieve Sellers from the obligation to reimburse the Indemnified Parties for their reasonable legal fees and expenses incurred by them in defending against any such proceeding, claim or demand. Sellers and Buyer mutually agree to cooperate fully in the conduct of any such legal proceeding, negotiation or settlement, and any Indemnified Party will not compromise or settle any such proceeding, claim or demand without the prior written consent or approval of Sellers, such written consent or approval not to be unreasonably withheld by Sellers. Any Indemnified Party shall not in the defense of any such claim, except with the prior written consent of each Seller affected, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the release by the claimant or plaintiff of the Indemnified Party from all further liability in respect of such claim. In the event that any such legal proceeding, claim or demand shall arise out of a transaction or transactions covering or relating to, or arising during, any period or periods wherein Sellers on the one hand, and Buyer on the other hand, shall each be responsible for a portion of such liability or obligation arising therefrom under the terms hereof, then the parties shall, each selecting its own counsel and bearing its own expense for their respective portions of such liability or obligations, defend against or respond to such action, proceeding, claim or demand, and no settlement or compromise may be made without the joint consent or approval of all such parties, such consent or approval not be unreasonably withheld by Sellers.
(c) After any final judgment or final award shall have been rendered by a court, arbitration board, or administrative agency, or a settlement shall have been agreed upon, with respect to or by reason of which any Indemnified Party shall be entitled to be indemnified hereunder, or any item of cost or expense has been incurred with respect to which an Indemnified Party is entitled to be indemnified hereunder, then the Indemnified Party shall forward to Sellers notice of any sums due and owing by Sellers under this paragraph with respect to such matter, whereupon, all of the sums so owing by Sellers shall be paid by or on behalf of Sellers to Indemnified Parties within thirty (30) days after the date of such notice.
(d) In the event that Buyer receives indemnification from Seller pursuant to this Section 7.1, such event shall not be deemed to constitute an election by Buyer to rescind this Agreement nor in any manner to affect the title of Buyer to all of the Shares being acquired by Buyer hereunder.
(e) The indemnification provisions contained in this Section 7.1 shall be in addition to, and not in lieu of, any other rights or remedies which Buyer may have at law or in equity under this Agreement or otherwise.
(f) Notwithstanding the foregoing indemnification provisions of this LeaseSection 7.1, the Seller and Buyer agree that no claims may be brought against Seller under this Section 71. unless and until Buyer's claim or claims against Seller exceed, in the aggregate, the sum of Fifty Thousand Dollars ($50,000.00).
(g) The maximum liability of Sellers to Buyer under the foregoing indemnification provision or this Section 7.1 shall not exceed the Escrowed Shares deposited pursuant to the Escrow Agreement dated as of June 30, 1999. In no event shall ▇▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, ▇▇▇▇▇ or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇ ▇▇▇▇▇ assumes liability for actions brought by any of become personally liable to Avitar, Inc. pursuant to the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The indemnification provisions of this Section 10.6 7.1. It is expressly understood and agreed that, as provided above in subsection 7.1 (e), the indemnification provisions contained in this Section 7.1 shall survive termination be in addition to, and not in lieu of, any other rights or expiration of remedies which Buyer may have at law or in equity under this LeaseAgreement or otherwise.
Appears in 1 contract
General Indemnification. Subject Without duplication of Section 2.5(b), each Loan Party agrees to indemnify, defend and hold Agent and the provisions of this LeaseLenders and their respective directors, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servantsofficers, employees, subcontractors, agents, grantees, inviteesattorneys, or independent contractors any other Person affiliated with or representing Agent or the Lenders (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Lessee PartiesClaims”) on the Lease Area and specifically shall indemnifyasserted by any other party in connection with; related to; following; or arising from, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelyout of or under, the “transactions contemplated by the Loan Documents; and (b) all losses or Secured Party Expenses incurred, or paid by Indemnified Parties”Person in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents between Agent, and/or the Lenders and any Loan Party (including reasonable attorneys’ fees and expenses), except for (x) Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct and (y) Claims and/or losses that resulted solely from a dispute among Indemnified Persons and not arising out of any act or omission by any Loan Party or any Affiliates thereof. Each Loan Party hereby further indemnifies, defends and holds each Indemnified Person harmless for, from and against any Liability that and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding related to the Loan Documents and/or the Obligations, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of such Loan Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Agent or Lenders) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against the such Indemnified Parties Person as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on transactions contemplated hereby and the Lease Area; use or intended use of the proceeds of the loan proceeds except for (bx) any breach of Lessee Parties’ representationsliabilities, warrantiesobligations, or obligations under this Lease; (c) any actslosses, omissionsdamages, activitiespenalties, or operations hereunder of Lessee Parties; and/or (d) any miningactions, drillingjudgments, suits, claims, costs, expenses and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is disbursements caused by the such Indemnified Person’s gross negligence or intentional willful misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances(y) liabilities, environmental protection and/or natural resource obligations, losses, damages, clean upspenalties, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits judgments, suits, claims, costs, expenses and disbursements that resulted from a dispute solely among Indemnified Persons and not arising out of any act or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought omission by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by Loan Party or any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseAffiliates thereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Orthofix Medical Inc.)
General Indemnification. Subject to The Borrower shall indemnify and hold the provisions Lender and each of this Leaseits directors, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servantsofficers, employees, subcontractorsaffiliates, agents, grantees, invitees, or independent contractors attorneys and agents (collectively, “Lessee Parties”) on collectively referred to herein as the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”"Lender Indemnitees") harmless for, from and against any Liability that and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation, any expenses (including attorneys' fees and the allocated cost of in-house counsel) incurred by any such Lender Indemnitee in connection with any investigation in connection with any such matter, whether or not any such Lender Indemnitee shall be designated a party thereto) which may be imposed on, incurred by or asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted such Lender Indemnities by any person Person other than the Lender with which such Lender Indemnitee is affiliated (whether direct, indirect or entity (consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any governmental entity), manner relating to or arising out of or in this Agreement and any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warrantiesother Loan Documents, or obligations any THE SYMBOL `[***]' IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION act, event or transaction related or attendant thereto; the making of the Loan hereunder, the management of the Loan (including any liability under federal, state or local environmental laws or regulations), and the use or intended use of the proceeds of the Loan (collectively, the "Indemnified Matters"); provided, however, that the Borrower shall have no obligation to any Lender Indemnitee under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and Section 9.7 with respect to Indemnified Matters to the extent such Liability is Indemnified Matters were caused by or resulted from the gross negligence or intentional willful misconduct of a Lender Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute to the payment and satisfaction of all Indemnified PartiesMatters incurred by the Lender Indemnities the maximum portion which the Borrower is permitted to pay and satisfy under applicable law. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any indemnification shall survive repayment by the Borrower of the Indemnified Parties or Lease Area on any such Liability Loan made under this Agreement, and shall pay or satisfy any judgment or decree that may be rendered against any the termination of this Agreement without occurrence of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseClosing Date.
Appears in 1 contract
General Indemnification. Subject (i) Borrower shall defend, indemnify, and save harmless the City from any and all damages, claims, and causes of action against said City for damages or injury to any person or property arising solely out of, or in connection with the provisions negligent performance or negligent acts of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by LesseeBorrower, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on employees under the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result terms of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related this Agreement. In addition to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇▇▇ assumes agrees to hold harmless the City from any liability arising from the claims of Borrower’s subcontractors or any others which Borrower might employ or obtain services or materials from in connection with the performance of this Agreement.
(ii) Borrower shall indemnify Lender and all of its officers, employees, directors, attorneys, agents, affiliates, successors and assigns (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for actions brought any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other SLFRF Crimson Flats West Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the SLFRF Crimson Flats West Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claims, litigation, investigation or proceeding relating to any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited foregoing, whether based on contract, tort or any other theory, whether brought by any workers’ compensation, benefits a third party or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇, and regardless of whether any Indemnitee is party thereto. The provisions of Indemnitees shall not be indemnified under this Section 10.6 shall survive termination or expiration of this Lease13.4(a) for their own gross negligence and/or intentional misconduct.
Appears in 1 contract
Sources: Development Financing and Affordable Housing Loan Agreement
General Indemnification. Subject to the provisions of this LeaseClient shall fully defend, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseeindemnify and hold harmless MGT and its officers, its Affiliates, servantsdirectors, employees, subcontractors, agents, grantees, invitees, representatives or independent contractors successors and assigns (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that and all claims, demands, actions or causes of actions and any and all liabilities, costs and expenses (including but not limited to attorney’s fees and expenses, incurred in the defense of an Indemnified Party, including costs of appeal) damage or loss in connection therewith, what may be asserted against the Indemnified Parties as a result of by Client, its officers, employees, agents, representatives, successors or assigns or any action, suit, demandother third party on account of, or proceeding commenced sustained or asserted by any person alleged to have been sustained by, or entity (including, without limitation, any governmental entity), arising out of or growing out of bodily injury, including death, or loss of use or damage to or destruction of property caused by, arising out of, sustained or alleged to have been sustained by, or in any manner related way incidental to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with Client’s performance of the Lessee Parties’ operations on Services under this Agreement or Statement of Work, regardless of whether such claims, demands, actions, causes of action or liability are or alleged to have been caused by in part or contributed to by the Lease Area; (b) any breach of Lessee Parties’ representationsnegligence, warrantiesfault, or obligations strict liability of any Indemnified Party. MGT’s indemnity obligation under this LeaseParagraph is contingent upon MGT (“Indemnitee”) seeking indemnity by (i) promptly notifying the Client (“Indemnitor”) of each claim; (c) provided, however, that Indemnitee’s failure to give prompt notice to Indemnitor of any acts, omissions, activities, or operations hereunder such claim shall not relieve Indemnitor of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless obligation under this paragraph except and to the extent that such Liability is caused failure materially prejudices Indemnitor’s ability to defend against such claim; (ii) provide the Indemnitor with sole control over the defense and/or settlement thereof provided however, that Indemnitor shall not settle any claim that includes an admission of wrongdoing by the negligence Indemnitee or intentional misconduct of the Indemnified Parties. This includes otherwise adversely affects Indemnitee’s interests without limitation any claims for: injury to or death of personsits prior consent; damage to property; nuisance; mechanics’ and materialmen(iii) at Indemnitor’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost request and expense, defend (with counsel acceptable provide full information and reasonable assistance to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties Indemnitor with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasesuch claim.
Appears in 1 contract
Sources: Master Engagement Agreement
General Indemnification. Subject (a) From and after the Effective Time, subject to this Article 7, the holders of Company Units and holders of In-the-Money Vested Options, in each case, as of immediately prior to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors Effective Time (collectively, the “Lessee PartiesIndemnifying Securityholders”) on will, by virtue of the Lease Area and specifically shall indemnifyMerger, defendseverally, and not jointly, indemnify and hold Lessorharmless Parent, its Affiliatesthe Surviving Entity, the subsidiaries of Parent and the Company and their respective officers, insurersdirectors, agents, contractors, attorneys and employees, licenseesand each Person who Controls or may Control Parent or the Surviving Entity (each of the foregoing, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the an “Indemnified PartiesPerson”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties and all losses, liabilities, damages (whether direct, indirect, incidental or consequential), claims, suits, judgments, settlements (subject to Section 7.8), diminution in value, royalties, costs and expenses, including costs of investigation, settlement and defense, costs and expenses relating to obtaining a preliminary or permanent injunction, legal and consulting fees and alternative dispute resolution and court costs, and any interest costs or penalties, in each case as a result of any actionincurred (collectively, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity“Losses”), arising out of or in any manner of, related to or resulting from Lessee Parties’ operations any of the following: (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by the Company in this Agreement, the Disclosure Schedule, any Related Agreement, any exhibit or schedule to this Agreement or any certificate or other executed document required to be delivered to Parent or Merger Sub in accordance with this Agreement to be true and correct on the Lease Areadate hereof and on the Closing Date as if made on such date; provided that the determination of whether any such representation, warranty or certification that is qualified by “material,” “in all material respects” or “Material Adverse Effect” or any similar term or limitation is so true and correct, and the amount of Losses arising out of, related to or resulting from such inaccuracy, misrepresentation or breach will be determined as if “material,” “in all material respects,” “Material Adverse Effect” or similar terms were not included therein, (ii) any breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement, any Related Agreement or any certificate or other document required to be delivered to Parent or Merger Sub in accordance with this Agreement, (iii) any Taxes imposed on the Company or any of its Subsidiaries attributable to any period or portion thereof ending on or before the Closing Date, but with respect to the Taxes for periods covered by the Financial Statements only to the extent that such Taxes exceed the amount of accrued liabilities for Taxes (not including for this purpose any Taxes that reflect timing differences between book and Tax income) reflected on the face of the 66 Financial Statements or the final Closing Statement (the “Pre-Closing Tax Liabilities”) and any Transfer Taxes, (iv) any amount by which the actual Third Party Expenses exceeds the Estimated Third Party Expenses, (v) any post-closing adjustment to the Working Capital recoverable by Parent in accordance with Section 1.7(e) (without the requirement of filing a General Claims Notice pursuant to Article 7), (vi) any inaccuracy or omission in the Spreadsheet, including without limitation any amounts set forth therein that are paid to a Person in excess of the amounts such Person is entitled to receive pursuant to this Agreement or any amounts a Person was entitled to receive pursuant to this Agreement that were omitted from the Spreadsheet, (avii) any violation claim by an Indemnifying Securityholder with respect to the actions or omissions of applicable Lawthe Representative, including any claim for fraud or misrepresentation, breach or non-fulfillment of any representation, warranty, covenant or agreement made by the Representative in this Agreement or in the Escrow Agreement, and (without limitationviii) fraud by the Company, any Environmental Lawof its Subsidiaries, or any officer, manager, or director of the Company or any of its Subsidiaries in connection with the Lessee Parties’ operations on diligence related to the Lease Area; Transactions, or the negotiation, execution or performance of this Agreement, and the Related Agreements.
(b) In the case of any breach taxable period that includes but does not end on the Closing Date (a “Straddle Period”), the amount of Lessee Parties’ representationsPre-Closing Tax Liabilities based on or measured by income or receipts or relating to any sales or use Tax will be determined based on an interim closing of the books as of the close of business on the Closing Date, warrantiesand the amount of any Pre-Closing Tax Liabilities not based on or measured by income or receipts or relating to any sales or use Tax for a Straddle Period will be deemed to be the amount of such Tax for the entire period multiplied by a fraction, or obligations under this Lease; the numerator of which is the number of days in the portion of the Straddle Period ending at the end of the day that is the Closing Date and the denominator of which is the number of days in such Straddle Period.
(c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities If elected by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor Parent in its sole and absolute discretion) against , Indemnified Persons may, at any and all actionstime during the General Escrow Claim Period, suits or other legal proceedings recover Losses pursuant to Section 9 of an Indemnifying Securityholder’s Joinder Agreement from the proceeds that may would otherwise be brought or instituted against any payable to such Indemnifying Securityholder out of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseGeneral Escrow Fund.
Appears in 1 contract
Sources: Merger Agreement
General Indemnification. Subject Except to the extent caused by the gross negligence, fraud, illegal acts or willful misconduct of the Indemnified Parties (defined below), Individual Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (hereinafter defined), from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable damages, of whatever kind or nature (including, but not limited, to reasonable attorneys’ fees of outside counsel and other costs of defense) (collectively, the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of this Security Instrument, the Property or any interest therein or receipt of any Rents; (b) any amendment to, or restructuring of, the Debt, the Note, the Loan Agreement, this Security Instrument, or any other Loan Documents, each to the extent required or requested by Borrower; (c) any and all lawful action that may be taken by Agent in connection with the enforcement of the provisions of this LeaseSecurity Instrument, the Loan Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Individual Borrower, any other Borrower, any guarantor or indemnitor and/or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to, or death of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Individual Borrower or any other Borrower to perform or be in compliance with any of the terms of this Security Instrument, the Note, the Loan Agreement or any of the other Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any Borrower or Person to file timely with the Internal Revenue Service an accurate Form ▇▇▇▇-▇, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against proceeds of the Indemnified Parties transaction in connection with respect to any claim or injury arising from the operations of Lessee Parties under which this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease.Security Instrument is
Appears in 1 contract
General Indemnification. Subject (i) Grantor shall indemnify, defend and hold Indemnified Parties harmless against: (x) any and all claims for brokerage, leasing, finder’s or similar fees which may be made relating to the Mortgaged Property or the Debt, and (y) any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including such Indemnified Parties’ reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by such Indemnified Parties in connection with the Debt, this Deed of Trust, the Mortgaged Property, or any part thereof, or the exercise by such Indemnified Parties of any rights or remedies granted to it under this Deed of Trust; provided, however, that nothing herein shall be construed to obligate Grantor to indemnify, defend and hold harmless any Indemnified Parties from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by any Indemnified Parties by reason of such Indemnified Parties’ willful misconduct or gross negligence or that first come into existence after Beneficiary acquires title to the Mortgaged Property by foreclosure or deed in lieu thereof.
(ii) If any Indemnified Parties are made a party defendant to any litigation or any claim is threatened or brought against Indemnified Parties concerning the secured indebtedness, this Deed of Trust, the Mortgaged Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then such Indemnified Parties shall notify Grantor of such litigation or claim and Grantor shall indemnify, defend and hold such Indemnified Parties harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any). The right to such attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by any Indemnified Parties in any such litigation or claim of the type described in this Section 27(a)(ii) whether or not any such litigation or claim is prosecuted to judgment, shall be deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Beneficiary commences an action against Grantor to enforce any of the terms hereof or to prosecute any breach by Grantor of any of the terms hereof or to recover any sum secured hereby, Grantor shall pay to Beneficiary its reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses. If Grantor breaches any term of this Deed of Trust, Beneficiary may engage the services of an attorney or attorneys to protect its rights hereunder, and in the event of such engagement following any breach by Grantor, Grantor shall pay Beneficiary reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Beneficiary, whether or not an action is actually commenced against Grantor by reason of such breach. All references to “attorneys” in this Section 27(a)(ii) and elsewhere in this Deed of Trust shall include without limitation any attorney or law firm engaged by any Indemnified Parties and such Indemnified Parties’ in-house counsel, and all references to “fees and expenses” in this Section 27(a)(ii) and elsewhere in this Deed of Trust shall include without limitation any fees of such attorney or law firm and any allocation charges and allocation costs of such Indemnified Parties’ in-house counsel.
(iii) A waiver of subrogation shall be obtained by Grantor from its insurance carrier and, consequently, Grantor waives any and all right to claim or recover against Trustee, Beneficiary, their officers, employees, agents and representatives, for loss of or damage to Grantor, the Mortgaged Property, Grantor’s property or the property of others under Grantor’s control from any cause insured against or required to be insured against by the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result Deed of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseTrust.
Appears in 1 contract
General Indemnification. (a) Subject to the provisions of this Leaselimitations set forth in Section 9.3, ▇▇▇▇▇▇ assumes responsibility for and except with respect to the work done by Lesseematters set forth in Section 9.1(a)(vii) as to which the sole Indemnifying Party is UCARF, its Affiliateseach Principal Stockholder (individually, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (an "Indemnifying Party" and collectively, “Lessee the "Indemnifying Parties”) on "), jointly and ------------------ -------------------- severally, but in each case limited to such Indemnifying Party's pro rata share of the Lease Area Merger Consideration received by the Principal Stockholders as a group (a "Pro Rata Share"), covenants and specifically shall agrees to indemnify, defend, protect and hold Lessor, -------------- harmless LifeMinders and its Affiliates, and their respective officers, insurers, agents, contractorsdirectors, employees, licenseesstockholders, lesseesassigns, EXECUTION COPY inviteessuccessors and Affiliates (individually, successors, and assigns (individually an "Indemnified ----------- Party" and collectively, the “"Indemnified Parties”") harmless forfrom, against and in respect ----- ------------------- of all Liabilities, losses, claims, damages, punitive damages, causes of actions, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, Taxes, interest (including interest from the date of such damages) and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, sustained, incurred or paid ------- by the Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly:
(i) the inaccuracy of any governmental entityrepresentation or the breach of any warranty by the Company or the Principal Stockholders in Article III;
(ii) the nonfulfillment of any covenant or agreement on the part of any Seller Party set forth in this Agreement or in any agreement or certificate executed and delivered by any such Party pursuant to this Agreement or in the transactions contemplated hereby;
(iii) any and all benefits accrued under the Benefit Plans as of the Closing Date and any and all other Liabilities arising out of, or in connection with, the form or operation of the Benefit Plans prior to the Closing Date to the extent the Company has not accrued such benefits or Liabilities on its Financial Statements or as disclosed on Schedule 9.1(a)(iii);
(iv) any and all Liabilities under the Environmental and Safety Requirements in connection with or arising out of Releases that occurred on or prior to the Closing Date;
(v) any and all Liabilities resulting from any litigation, suit, proceeding, action, claim, demand or investigation pending or threatened against the Company or arising out of the operations of the Company prior to the Closing Date;
(vi) any and all Liabilities for Taxes in connection with or arising out of the operation of the Company's business prior to the Closing Date;
(vii) any and all Liabilities arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; WITI Subsidiaries.
(b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and Subject to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury limitations set forth in Section 9.3, each Principal Stockholder and Stockholder covenants and agrees to or death of persons; damage to property; nuisance; mechanics’ indemnify, defend, protect and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of hold harmless the Indemnified Parties from, against and in respect of all Damages suffered, sustained, incurred or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of paid by the Indemnified Parties in connection with, resulting from or Lease Area arising out of, directly or indirectly, the inaccuracy of any representation or the breach of any warranty made by such Principal Stockholder or Stockholder set forth in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseArticle IV.
Appears in 1 contract
General Indemnification. Subject (a) In addition to the provisions other indemnities contained herein, and notwithstanding the existence of this Lease, ▇▇▇▇▇▇ assumes responsibility any insurance carried by or for the work done by Lesseebenefit of Landlord or Tenant, its Affiliatesand without regard to the policy limits of any such insurance, servantsTenant shall protect, employeesindemnify, subcontractorssave harmless and defend Landlord from and against all liabilities, agentsobligations, granteesclaims, inviteesdamages, or independent contractors penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, and including with respect to any permitted contests under Section 6.3 (collectively, “Lessee PartiesClaims”) on the Lease Area and specifically shall indemnify), defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, imposed upon or proceeding commenced incurred by or asserted (including by any person or entity third parties) against Landlord by reason of: (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (ai) any violation of applicable Lawaccident, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; Persons or loss of or damage to propertyproperty occurring on or about the Leased Assets or adjacent areas used or controlled by Tenant; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release (ii) any use, misuse, non-use, condition, maintenance, or disposal repair by Tenant or its Affiliate of hazardous substancesthe Leased Assets, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims or arising from Lessee Tenant’s use of the Leased Assets; (iii) any breach by Tenant of any terms of this Master Lease or any Guarantor of its obligations hereunder; (iv) any breach by Tenant of any terms of any sublease of the Leased Assets, or of any other agreement between Tenant and a customer thereof pertaining to or arising from the Leased Assets; (v) any breach of any terms of any subleases of the Leased Assets; (vi) any claim for malpractice, negligence or misconduct committed by Tenant or its Subsidiaries on or working from the Leased Assets, or by any Person acting on behalf of Tenant or its Subsidiaries to the same end; (vii) any claims or actions for trespass with respect to the Leased Assets; (viii) any Claims for encroachment with respect to the Leased Assets, including, but without limitation, the right of surface entry or any other provision of a lease or reservation of oil, gas, water, or other minerals; and (ix) any violation by Tenant of any Legal Requirement. Any amounts which become payable by Tenant under this Article X shall be paid within ten (10) days after liability therefor is determined by a final non-appealable judgment, settlement or other agreement of the Parties’ activities hereunder, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Lessee shallTenant, at ▇▇▇▇▇▇’s own its sole cost and expense, shall contest, resist and defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actionssuch claim, suits action or other legal proceedings that may be brought proceeding asserted or instituted against Landlord in connection with the Leased Assets as expressly set forth above in this Section 10.1; it being agreed and understood that in no event shall Landlord have the right to enter into any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties settlement with respect to any claim claim, action or injury proceeding for which Tenant has confirmed in writing that it will indemnify Landlord hereunder without obtaining Tenant’s prior consent, such consent not to be unreasonably withheld, conditioned, or delayed. For purposes of this Article X, any acts or omissions of Tenant, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.
(b) The Parties specifically acknowledge and agree that Landlord has, pursuant to the Acquisition Agreement, taken ownership of the Leased Assets as an assignee from Tenant or its Affiliates in accordance with the terms of said Acquisition Agreement. Accordingly, Tenant agrees that Landlord will in no way be liable for any Claims arising from or related to any obligations, duties, or responsibilities regarding the operations Leased Assets prior to the closing date of Lessee Parties under this Lease the Acquisition Agreement.
(c) In the event of an adverse final determination with respect to any Claim: (i) Landlord shall be entitled to obtain valid and the presence effective waivers or settlements of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease.all Claims; and
Appears in 1 contract
Sources: Master Lease
General Indemnification. Subject to Each party (the provisions of this Lease"Indemnifying Party") shall defend, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, the other party and its Affiliates, and the officers, directors, agents, employees and assigns or successors of each (the "Indemnified Party"), harmless from and against any and all claims, demands, suits, judgments, losses, or expenses of any nature whatsoever (including attorney's fees) arising directly or indirectly from or out of: (i) any negligent act, error, or omission of the Indemnifying Party, its subcontractors or their respective officers, insurersdirectors, agents, contractorssubcontractors, invitees or employees; (ii) any breach of the Indemnifying Party's obligations or representations as set forth herein; (iii) * (iv) injuries to persons (including death) or loss of, or damage to, property, occasioned by negligence, unlawful act, or willful misconduct of the Indemnifying Party, or of the Indemnifying Party's personnel, subcontractors, or agents (hereinafter "Person"); (v) any Person filing any lien against any property of Lilly, or any claim or lawsuit against Lilly in which the Person claims payment from Lilly for services to Lilly; (vi) any claims or liability for wages, workers' compensation or unemployment compensation owed to Consultant employees, licenseesor payroll or related taxes or other governmental charges related to the performance of the services to be provided hereunder; (vii) any claims or liabilities for employee benefits related to the performance of the services to be provided hereunder. In addition, lesseesLilly shall indemnify and hold Consultant and its affiliates, EXECUTION COPY inviteesdirectors, successorsofficers, employees and assigns agents (individually including successors and collectively, the “Indemnified Parties”assigns) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), claim arising out of or relating to any accident, adverse event, illness, disability, death or other medical-related problem in any manner related way arising out or relating to, or alleged to arise out of or resulting from Lessee Parties’ operations on the Lease Arearelate to, including without limitation (ai) any violation clinical trial of applicable Law, including any product for which any service or deliverable provided hereunder was used and (without limitationii) any Environmental Law, in connection with the Lessee Parties’ operations product derived from or based on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, such clinical trial or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseproduct.
Appears in 1 contract
Sources: Consulting and Professional Services Agreement (Phase Forward Inc)
General Indemnification. Subject to (a) From and after the provisions of this LeaseClosing, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on Sellers shall indemnify the Lease Area Buyer Indemnified Parties and specifically shall indemnify, defend, save and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) each of them harmless for, from and against any Liability that may be asserted against the and pay on behalf of or reimburse such Buyer Indemnified Parties for any and all Losses that any such Buyer Indemnified Party may suffer, sustain or become subject to as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity)of, arising out from or by virtue of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (bi) any breach or inaccuracy of Lessee Parties’ representations, warranties, any representation or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities warranty made by the Lessee Parties on Sellers in Article III (Representations and Warranties Concerning the Lease Area Companies and any products, waste, the Business) and byproducts arising therefrom; unless Article IV (Representations and to the extent such Liability is caused by the negligence or intentional misconduct Warranties of the Indemnified Parties. This includes without limitation Sellers), (provided, that (A) with respect to Qualified Loss Representations in calculating the amount of any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties Loss with respect to any claim such breach or injury arising from inaccuracy, such determination shall be made without giving effect to any qualification or limitation as to materiality or words of similar import contained in any such representation or warranty (other than with respect to the operations terms “Material Contract,” “Material Customer” or “Material Vendor”) and (B) with respect to all other representations and warranties, determination of Lessee Parties under breach and calculating the amount of any Loss with respect to any such breach or inaccuracy, such determination shall be made without giving effect to any qualification or limitation as to materiality or words of similar import contained in any such representation or warranty (other than with respect to the terms “Material Contract,” “Material Customer” or “Material Vendor”)), (ii) any breach or non-fulfillment of any covenant or agreement by the Sellers in this Lease Agreement, (iii) any Transaction Expenses to the extent not included in Final Transaction Expenses, (iv) any Transaction Payments to the extent not included in Final Transaction Payments, (v) any Indebtedness to the extent not included in Final Indebtedness, (vi) any Indemnified Tax, (vii) ownership or operation of the Business, the Companies, the Real Estate and the presence Equipment prior to Closing and/or ownership or operation of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease.Sellers’ business(es) (other than
Appears in 1 contract
General Indemnification. (i) Indemnification by the Orius Indemnifying Stockholders. Subject to the provisions of limitations set forth in this LeaseSection, ▇▇▇▇▇▇ assumes responsibility for the work done by LesseeOrius Stockholders (other than HIG and the Orius Warrantholders) (the "Orius Indemnifying Stockholders") shall jointly and severally indemnify Orius, its the Investors and the LISN Shareholders and their respective Affiliates, servantspartners, officers, directors, employees, subcontractors, agents, granteesrepresentatives, invitees, or independent contractors successors and permitted assigns (collectively, “Lessee the "LISN Parties”) on the Lease Area " and specifically shall indemnify, defendeach individually a "LISN Party"), and save and hold Lessoreach of them harmless against as and when incurred for any and all loss, its Affiliatesliability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys' fees and their respective officersexpenses and all amounts paid in investigation, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns defense or settlement of any of the foregoing) (individually and collectively, the “Indemnified Parties”"Losses") harmless forwhich any of them may suffer, from and against any Liability that may be asserted against the Indemnified Parties sustain or become subject to, as a result of any actionof, suitin connection with, demand, relating or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related incidental to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation by virtue of: (a) any violation breach of applicable Lawany representation or warranty of Orius under this Agreement or any of the Schedules attached hereto, including (without limitation) or in any Environmental Lawof the written statements, in connection with certificates or other items prepared and delivered to LISN, the Lessee Parties’ operations LISN Shareholders or the Investors by or on behalf of Orius or the Lease AreaOrius Stockholders, upon execution of this Agreement or any of the agreements contemplated hereby or after the date hereof and at or prior to Closing to induce the consummation of any of the transactions contemplated hereby or thereby; (b) any nonfulfillment or breach of Lessee Parties’ representationsany covenant, warranties, agreement or obligations other provision by Orius under this LeaseAgreement or any of the Schedules and Exhibits attached hereto required to be performed or complied with by Orius at or prior to the Closing (except to the extent waived in writing in accordance with the terms hereof or thereof, as applicable); (c) any actsinaccuracy or breach of any representation or warranty included in any Joinder Agreement, omissions, activitiesany Orius Call Agreement or any Orius Put Agreement of which Orius had Knowledge at or prior to the Closing, or operations hereunder of Lessee Parties; and/or (d) any miningof the matters set forth on the Orius Indemnification Schedule attached hereto; provided that the Orius Indemnifying Stockholders shall not have any liability under clause (a) above (other than with respect to the representations and warranties contained in Section 5B, drillingSection 5Q, and smelting activities by the Lessee Parties on first and second sentences of Section 5D) unless the Lease Area and any productsaggregate of all Losses relating thereto for which the Orius Stockholders would, wastebut for this proviso, and byproducts arising therefrom; unless and be liable exceeds $1,500,000 (the "Orius Deductible"), in which event the Orius Indemnifying Stockholders shall be liable under clause (a) above only to the extent such Liability is caused by that the negligence or intentional misconduct aggregate of all Losses arising thereunder exceeds the Indemnified Parties. This includes without limitation any claims for: injury to or death of personsOrius Deductible; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings provided further that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder Orius Indemnifying Stockholders shall not be limited liable in respect of any particular Loss under clause (a) above unless the amount thereof, individually or collectively with all Losses arising from the same or related events or circumstances, is equal to or greater than $25,000 (the "Orius Basket"), in which event the Orius Indemnifying Stockholders will be liable for the full amount of each such Loss (subject to the Orius Deductible and the Orius Cap); provided further that the aggregate liability of any Orius Indemnifying Stockholder pursuant to this Section 7B shall in no event exceed the product of the Orius Common Value Per Share multiplied by any workers’ compensation, benefits or disability laws the aggregate number of shares of Orius Common Stock held by such Person on the date hereof as reflected on the Orius Stockholders Schedule attached hereto; and Lessee waives any immunity provided further that Lessee may have the aggregate liability of the Orius Indemnifying Stockholders under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties clause (a) above (other than with respect to any claim or injury arising from the operations of Lessee Parties under this Lease representations and warranties contained in Section 5B, Section 5Q, and the presence first and second sentences of Lessee Parties on Section 5D) shall in no event exceed $80,000,000 (the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of "Orius Cap"), it being understood, however, that nothing in this Agreement (including this Section 10.6 7B) shall survive termination limit or expiration restrict the right of this Leaseany of Orius, the Investors and the LISN Parties to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Natg Holdings LLC)
General Indemnification. Subject (a) In connection with any registration or qualification of the Registrable Securities under this Agreement, (i) the Company shall indemnify and hold harmless each of the Holders, including but not limited to each Person, if any, who controls a Holder within the meaning of Section 15 of the Act, against all losses, claims, damages, liabilities and expenses (including but not limited to reasonable expenses incurred in investigating, preparing and defending against any claim) to which a Holder or such controlling person may become subject under the Act, the Exchange Act, any state securities law, or otherwise, insofar as the same arise out of or are based upon or are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or Free Writing Prospectus furnished pursuant to this Agreement or insofar as the same arise out of or are based upon or are caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are ultimately determined to have arisen out of or were based upon or were caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon written information furnished to the provisions Company by or on behalf of this Leaseany Holder or any such control person for inclusion in any Registration Statement, ▇▇▇▇▇▇ assumes responsibility for Prospectus (and any amendments or supplements thereto) or Free Writing Prospectus, and (ii) each Holder, severally and not jointly, shall indemnify the work done by LesseeCompany, its Affiliatesaffiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliatesany person who signed any Registration Statement, and their respective officers, insurersdirectors and control persons against all such losses, agentsclaims, contractorsdamages, employeesliabilities and expenses (including but not limited to reasonable expenses incurred in investigating, licenseespreparing and defending against any claim), lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelyto which such Person may become subject under the Act, the “Indemnified Parties”) harmless forExchange Act, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demandstate securities law, or proceeding commenced or asserted by any person or entity (includingotherwise, without limitation, any governmental entity), arising insofar as the same are ultimately determined to have arisen out of or were based upon or were caused by any such untrue statement or alleged untrue statement or any such omission or alleged omission based upon written information furnished to the Company by or on behalf of such Holder or any such control person for the inclusion in any manner related to or resulting from Lessee Parties’ operations on the Lease AreaRegistration Statement, including without limitation Prospectus (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence amendments or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to supplements thereto) or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseFree Writing Prospectus.
Appears in 1 contract
Sources: Agreement (Unigene Laboratories Inc)
General Indemnification. Subject to the provisions limitations in this ARTICLE 6, the Company Holders severally, but not jointly, based on their respective Participation Percentages, by reason of this Leasetheir acceptance of the consideration provided for in Section 2.1 and by virtue of the Company Stockholder Approval and/or delivery of letters of transmittal to Parent in accordance with Section 2.11.1, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseewill defend, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its AffiliatesParent and Surviving Corporation harmless from and against, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, reimburse Parent and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitationSurviving Corporation with respect to, any governmental entity), and all Indemnifiable Amounts of every nature whatsoever actually incurred by Parent or Surviving Corporation arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation of:
(a) any violation Breach of applicable Law, including any representation or warranty of Company in Section 3.1 of this Agreement (without limitation) any Environmental Law, in connection with as qualified by the Lessee Parties’ operations on the Lease Area; Company Disclosure Schedule);
(b) any breach Breach of Lessee Parties’ representations, warranties, any agreement or obligations under covenant required by this Lease; Agreement to be performed by the Company or the Company Holders;
(c) any acts, omissions, activities, or operations hereunder Company Transaction Expenses not set forth on the Closing Date Expense Statement and any future employee bonuses existing at the time of Lessee Parties; and/or the Closing that are not listed on Schedule 3.1.11(b);
(d) any mining, drilling, and smelting activities by Debt not paid at Closing;
(e) any inaccuracy or error in the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence Merger Consideration Spreadsheet or intentional misconduct Carve Out Plan Spreadsheet;
(f) all Taxes of the Indemnified Parties. This includes without limitation any claims for: injury to (or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretionotherwise imposed on) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties Company with respect to any claim Pre-Closing Tax Period (in the case of any Straddle Period, calculated in the manner set forth in Section 4.1(d));
(g) any amounts paid to any Dissenting Stockholder in accordance with such Dissenting Stockholder’s assertion of appraisal rights in excess of the Merger Consideration such Dissenting Stockholder would have otherwise received; and
(h) the matters referenced on Schedule 6.1(h), if any. For purposes of determining the failure of any representations or injury arising from warranties to be true and correct, or any covenant to be complied with, and calculating the operations of Lessee Parties Indemnifiable Amounts relating thereto under this Lease ARTICLE 6, the representations, warranties and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually covenants contained in this Agreement shall not be deemed qualified by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination any references to “materiality,” “Company Material Adverse Effect” or expiration of this Leaseany similar standard or qualification.
Appears in 1 contract
Sources: Merger Agreement (Digimarc CORP)
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”a) on the Lease Area and specifically Borrower shall indemnify, defenddefend and hold Lender and Trustee harmless against: (i) any and all claims for brokerage, leasing, finder’s or similar fees which may be made relating to the Property or the Debt other than any such fee claimed by a person engaged by Lender, and hold Lessor(ii) any and all liability, its Affiliatesobligations, losses, damages, penalties, claims, actions, suits, costs and their respective officersexpenses (including Lender’s reasonable attorneys’ fees, insurerstogether with reasonable appellate counsel fees, agentsif any) of whatever kind or nature which may be asserted against, contractorsimposed on or incurred by Lender or Trustee in connection with the Debt, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelythis Security Instrument, the “Indemnified Parties”) Property, or any part thereof, or the exercise by Lender or Trustee of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Borrower to indemnify, defend and hold harmless for, Lender from and against any Liability that may be asserted against the Indemnified Parties as a result and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Lender by reason of any action, suit, demand, Lender’s willful misconduct or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; gross negligence.
(b) If Lender is made a party defendant to any litigation or any claim is threatened or brought against Lender concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Lender shall notify Borrower of such litigation or claim and Borrower shall indemnify, defend and hold Lender harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any). The right to such attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Lender in any such litigation or claim of the type described in this Subsection 11.1 (b). whether or not any such litigation or claim is prosecuted to judgment, shall be deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Lender commences an action against Borrower to enforce any of the terms hereof or to prosecute any breach by Borrower of Lessee Partiesany of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Lender its reasonable attorneys’ representationsfees (together with reasonable appellate counsel fees, warrantiesif any) and expenses. If Borrower breaches any term of this Security Instrument, Lender may engage the services of an attorney or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingattorneys to protect its rights hereunder, and smelting activities in the event of such engagement following any breach by the Lessee Parties on the Lease Area Borrower, Borrower shall pay Lender reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and any productsexpenses incurred by Lender, waste, whether or not an action is actually commenced against Borrower by reason of such breach. All references to “attorneys” in this Subsection 11.1 (b) and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes elsewhere in this Security Instrument shall include without limitation any claims for: injury to attorney or death of persons; damage to property; nuisance; mechanics’ law firm engaged by Lender and materialmenLender’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancesin-house counsel, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits references to “fees and expenses” in this Subsection 11. (b) and elsewhere in this Security Instrument shall include without limitation any fees of such attorney or other legal proceedings that may be brought or instituted against law firm and any allocation charges and allocation costs of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. LesseeLender’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasein-house counsel.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Republic Property Trust)
General Indemnification. Subject (a) Seller hereby agrees to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, indemnify and hold Lessorharmless Purchaser (and Purchaser's directors, its Affiliates, and their respective officers, insurers, agents, contractors, shareholders and employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted and all known or unknown claims, demands, liabilities (including but not limited to any transferee liabilities imposed by law), obligations, losses, fines, penalties, damages, assessments, judgments, costs or expenses (including, but not limited to, reasonable attorneys' fees, court costs and other costs and expenses incurred in investigating, preparing or defending against the Indemnified Parties as a result of any litigation, claim, action, suit, demandproceeding or demand of any kind or character or in enforcing rights to indemnification) (collectively, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity"Losses"), arising out directly caused by Seller's and/or Shareholder's breach of or in failure to perform any manner related to representation, warranty, covenant, duty or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; obligation made by Seller and/or Shareholder under this Agreement.
(b) any breach of Lessee Parties’ representationsShareholder hereby agrees to defend, warrantiesindemnify and hold harmless Purchaser (and Purchaser's directors, or obligations under this Lease; (cofficers, shareholders and employees) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, from and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actionsknown or unknown Losses, suits directly caused by Shareholder's breach of any representation or other legal proceedings that may be brought warranty made by Seller and/or Shareholder under Section 4A of this Agreement and/or by Shareholder's breach or instituted failure to perform any covenant or agreement made by Shareholder in this Agreement.
(c) Purchaser hereby agrees to defend, indemnify and hold harmless Seller (and Seller's directors, officers and employees) and Shareholder (and his heirs, representatives, successors and assigns) from and against any and all known or unknown Losses, directly caused by Purchaser's and/or LNB's breach of or failure to perform any representation, warranty, covenant, duty or obligation made by Purchaser and/or LNB under this Agreement or any of the Indemnified Parties agreements or Lease Area on any such Liability instruments delivered pursuant hereto, including without limitation, the assumption and shall pay or satisfy any judgment or decree that may agreement to be rendered against any of responsible for the Indemnified Parties or Lease Area in any such action, suit or legal proceeding Assumed Liabilities. Any third party and internal expenses incurred by Purchaser with respect to Losses for which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation Purchaser provides indemnification hereunder shall not be limited deducted when calculating the net income of Purchaser for purposes of bonus calculations under the Employment Agreement.
(d) LNB hereby agrees to defend, indemnify and hold harmless Seller (and Seller's directors, officers and employees) and Shareholder (and his heirs, representatives, successors and assigns) from and against any and all known or unknown Losses, directly caused by LNB's breach of or failure to perform any workers’ compensationrepresentation, benefits warranty, covenant, duty or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties obligation made by LNB under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseAgreement.
Appears in 1 contract
General Indemnification. (a) Subject to the provisions of limitations set for in this LeaseArticle VIII, ▇▇▇▇▇▇ assumes responsibility for and elsewhere in this Agreement, from and after the work done by LesseeClosing, its Affiliatesthe Company Equityholders, servantsseverally and not jointly, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area basis of their respective Pro Rata Portion, (and specifically in no event shall a Company Equityholder have any liability or obligation with respect to the acts or omissions of any other Company Equityholder to this Agreement) shall indemnify, defend, defend and hold Lessoreach of Parent, its AffiliatesUCBI, and Merger Subsidiary and/or their respective officers, insurers, agents, contractorsdirectors, employees, licensees, lessees, EXECUTION COPY invitees, successors, Affiliates and/or agents (each a “Purchaser Indemnitee” and assigns (individually and collectivelytogether, the “Indemnified PartiesPurchaser Indemnitees”) harmless for, from and against any Liability that may Loss actually incurred by any Purchaser Indemnitee arising or resulting from (i) any breach of any representation or warranty made by the Company contained in Article III, (ii) any breach by the Company (prior to the Closing) of any of its covenants or agreements contained herein which are to be asserted against performed by the Indemnified Parties Company on or before the Closing Date or (iii) any breach of any representation or warranty by any Company Equityholder in any Letter of Transmittal delivered by such Company Equityholder pursuant to this Agreement.
(b) Subject to the limitations set forth in this Article VIII elsewhere in this Agreement, from and after the Closing, Parent and UCBI shall (and shall cause the Surviving Corporation to) indemnify, defend and hold the Company Equityholders and their respective Affiliates, officers, directors, employees, and agents (each a “Seller Indemnitee” and together, the “Seller Indemnitees”) harmless from any Loss actually incurred as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (bi) any breach of Lessee Parties’ representationsany representation or warranty made by Parent, warrantiesUCBI, or obligations under this Lease; Merger Subsidiary contained in Article IV and Section 6.19(c), (ii) any breach by Parent, UCBI or Merger Subsidiary of any of its covenants or agreements contained herein, and (iii) any breach by the Surviving Corporation (including by way of being the successor of Merger Subsidiary and the Company) of any of its covenants or agreements contained herein which are to be performed by the Surviving Corporation after the Closing Date.
(c) any acts, omissions, activities, or operations hereunder The obligations to indemnify and hold harmless pursuant to this Section 8.2 shall survive the consummation of Lessee Parties; and/or (d) any mining, drillingthe transactions contemplated hereby for the applicable period set forth in Section 8.1, and smelting activities no claim for indemnification hereunder may be made after the expiration of the applicable survival period, provided that if a proper Notice of Claim is delivered by Parent or the Lessee Parties on the Lease Area and any productsStockholder Representative, wasteas applicable, and byproducts arising therefrom; unless and to the extent Escrow Agent prior to the end of such Liability is caused by applicable survival period, then the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretionclaim(s) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 specified therein shall survive termination or expiration of this Leaseuntil final resolution thereof.
Appears in 1 contract
General Indemnification. Subject The Carrier operating the Code Share flight or providing goods or services hereunder (the "Operating Carrier") agrees to indemnify and hold harmless the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for other Carrier (the work done by Lessee"Marketing Carrier"), its Affiliatesdirectors, servantsofficers, employees, agents, subcontractors, agents, grantees, invitees, or independent contractors and affiliates (collectively, “Lessee Parties”each an "Indemnitee") on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against and all liabilities, claims, demands, suits, damages, and losses, including, without limitation, all reasonable attorneys' fees, costs and expenses in connection therewith or incident thereto (including, without limitation, attorneys' fees incurred by the Indemnified Parties Marketing Carrier in establishing its right to indemnification hereunder) (collectively referred to in this Article as a result "Claims") of any action, suit, demand, third parties for death or proceeding commenced or asserted by personal injury to any person or entity persons whomsoever (including, without limitation, the Operating Carrier's employees, but excluding the Marketing Carrier's employees) and for loss of, damage to, destruction of, any property whatsoever (including, without limitation, any governmental entityloss of use thereof), in any manner arising out of or in any manner related way connected with goods or services furnished or to be furnished by the Operating Carrier under this Agreement, all whether or resulting from Lessee Parties’ operations on not arising in tort or occasioned in whole or in part by the Lease Areanegligence of the Marketing Carrier of any type or degree. The Operating Carrier shall, including without limitation (a) at the request of the Marketing Carrier, negotiate and defend any violation of applicable Law, including (without limitation) Claim brought against any Environmental Law, Indemnitee or in connection with which any Indemnitee is joined as a party defendant based upon any other matters for which the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or Operating Carrier has agreed to indemnify each Indemnitee as provided above. The Operating Carrier's obligations under this Lease; (c) any acts, omissions, activities, Article will survive the expiration or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions termination of this Section 10.6 shall survive termination or expiration of this LeaseAgreement.
Appears in 1 contract
Sources: Code Share and Regulatory Cooperation and Marketing Agreement (Great Lakes Aviation LTD)
General Indemnification. Subject to the provisions of this Lease(a) TNCL and NPAL, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseejointly and severally, its shall indemnify and hold harmless LMC and LMC's Affiliates, servantssuccessors and assigns and their respective directors, officers, employees, subcontractorsshareholders, agentspartners, granteestrustees, inviteesbeneficial owners, or independent contractors representatives and attorneys in their capacity as such (collectivelyeach, “Lessee Parties”an "Indemnified LMC Person") on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against and with respect to, and shall reimburse each Indemnified LMC Person for, any Liability that may be asserted against the Indemnified Parties as a result and all losses, liabilities, obligations, Adjustments, damages, judgments, assessments, fines, interest, penalties, costs and expenses (including reasonable attorneys' fees and expenses) ("Losses") resulting from, based upon, arising out of or otherwise in respect of, and all claims, actions, suits, proceedings, investigations or demands ("Claims") incident or relating to or resulting from, (i) any untrue representation, breach of warranty or breach or nonfulfillment of any actioncovenant or agreement of NPAL or TNCL contained in this Agreement or in any certificate delivered pursuant hereto by NPAL or TNCL or (ii) the beneficial ownership (or exercise of any rights of beneficial ownership) of the Gemstar Shares from and after the Closing by TNCL, suit, demandNPAL, or proceeding commenced any of their respective successor or asserted assigns or the exercise by any person or entity of them of rights under the Gemstar Stockholders' Agreement from and after May 2, 2001 (including, without limitation, as a result of any governmental entityof the foregoing directing LMC or its Affiliates to take any action thereunder); provided, however, that neither TNCL nor NPAL shall be obligated to indemnify the LMC Indemnified Persons under this Section 10.1(a) to the extent that such Losses or Claims arise out of or are based upon any breach by LMC or LTVGIA of any of their representations, covenants or agreements set forth herein or a breach by LMC of Section 8 of the Gemstar Stockholders' Agreement.
(b) LMC shall indemnify and hold harmless TNCL and TNCL's Affiliates, successors and assigns and their respective directors, officers, employees, shareholders, partners, trustees, beneficial owners, representatives and attorneys in their capacity as such (each, an "Indemnified TNCL Person") from and against and with respect to, and shall reimburse each Indemnified TNCL Person for, any and all Losses resulting from, based upon, arising out of or otherwise in any manner related respect of, and all Claims incident or relating to or resulting from Lessee Parties’ operations on the Lease Areafrom, including without limitation (a) any violation of applicable Lawuntrue representation, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representationswarranty or breach or nonfulfillment of any covenant or agreement of LMC or LTVGIA contained in this Agreement or in any certificate delivered pursuant hereto by LMC or LTVGIA; provided, warrantieshowever, or obligations that LMC shall not be obligated to indemnify the Indemnified TNCL Persons under this Lease; (cSection 10.1(b) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent that such Liability is caused Losses or Claims arise out of any breach by the negligence TNCL or intentional misconduct NPAL of the Indemnified Parties. This includes without limitation any claims for: injury to their representations, covenants or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseagreements set forth herein.
Appears in 1 contract
General Indemnification. Subject The Applicant agrees to pay all costs and expenses (including the provisions reasonable fees and disbursements of counsel) incurred by the Bank in connection with the creation and enforcement of this Lease, ▇▇▇▇▇▇ assumes responsibility for Agreement and the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on other Credit Documents and the Lease Area collection of all amounts payable hereunder and specifically shall indemnify, defend, thereunder. All costs and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by the Bank (a) in all efforts made to enforce payment of any governmental entity)of the Obligations or effect collection of any Collateral, (b) in connection with the entering into, any modification, amendment, administration and enforcement of this Agreement or any other Credit Document, in connection with any issuance, amendment, extension or renewal of any Letter of Credit issued hereunder, in connection with any consents or waivers hereunder and in connection with any related agreements, documents and instruments, (c) in instituting, maintaining, preserving, enforcing and foreclosing on the Bank's security interest in or lien on any of the Collateral, whether through judicial proceedings or otherwise, (d) in defending or prosecuting any actions or proceedings arising out of or in any manner related relating to or resulting from Lessee Parties’ operations on the Lease Areatransactions of the Bank with the Applicant, including without limitation and (ae) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with any advice given to the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or Bank with respect to its rights and obligations under this Lease; (c) Agreement, the Letters of Credit or any actsother Credit Documents, omissions, activities, or operations hereunder shall all be part of Lessee Parties; and/or (d) any mining, drilling, and smelting activities the Obligations secured by the Lessee Parties on Collateral. The Applicant shall indemnify the Lease Area Bank and any productsits officers, wastedirectors, affiliates, employees and byproducts arising therefrom; unless agents (which indemnity shall survive the termination of this Agreement) from and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all liabilities, obligations, losses, damages, penalties, actions, suits judgments, suits, costs, expenses and disbursements of any kind or other legal proceedings that nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be brought imposed on, incurred by, or asserted against any such indemnified party in any litigation, proceeding or investigation (including any limitation, any proceeding or investigation arising out of any environmental laws) instituted against or conducted by any governmental agency or instrumentality or any other person or entity in connection with any Letter of Credit, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or any other Credit Document, whether or not the Bank is a party thereto, except to the extent that any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any foregoing arises out of the Indemnified Parties gross negligence or Lease Area in any willful misconduct of such action, suit or legal proceeding which may result therefrom. Without limiting the generality indemnified party (as determined by a court of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought competent jurisdiction by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws final and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasenon-appealable judgment).
Appears in 1 contract
Sources: Letter of Credit Facility, Reimbursement and Security Agreement (Clean Harbors Inc)
General Indemnification. Subject to Vendor shall indemnify, defend and hold harmless UMMS, the provisions of this LeaseAffiliates and their respective members, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseedirectors, its Affiliatesofficers, servantsstockholders, employees, subcontractorscontractors, representatives, agents, granteesattorneys, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area successors and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and permitted assigns (individually and each a “Customer Indemnitee,” collectively, the “Indemnified PartiesCustomer Indemnitees”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result damages, judgments, losses, settlement payments, costs and expenses (including reasonable attorney’s fees) (“Damages”) arising from any liabilities, obligations, judgments, causes of any actionactions, suitclaims, demand, proceedings or proceeding commenced or asserted by any person or entity demands (including, without limitation, any governmental entity“Claims”), arising out of or in any manner related including but not limited to Claims for Damages, caused by, attributable to or resulting from Lessee Partiesrelated to: (i) bodily injury or death caused by Vendor or its employees or agents on Customer’s premises; (ii) damage to real or tangible personal property caused by the negligent or intentional act or omission of Vendor or its employees or agents on Customer’s premises; (iii) Vendor or its employees’ operations on the Lease Areaor agents’ breach of this Agreement or any attachment hereto, including without limitation the confidentiality obligations set forth in Section 6 and the warranties included in Section 7; (aiv) any Vendor’s breach of the BAA attached as Exhibit 1; and/or, (v) a violation of applicable Lawany federal or state law or regulation by any act or omission of Vendor or its employees or agents. Nothing contained in this Section shall bar a claim for contributory negligence. Promptly after receipt of any written Claim or notice of any action giving rise to a Claim for indemnification, including (without limitation) Customer will provide Vendor with written notice of the Claim or action. Customer will provide Vendor with reasonable cooperation and assistance in the defense or settlement of any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingClaim, and smelting activities by grant Vendor control over the Lessee Parties on defense and settlement of the Lease Area Claim. However, Customer shall be entitled to participate in the defense of the Claim and any products, wasteto employ counsel at its own expense to assist in the handling of the claim, and byproducts arising therefrom; unless Vendor will ensure that its counsel reasonably cooperates with and to the extent such Liability is caused permits participation by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇▇▇’s own cost counsel. Vendor will not consent to any judgment, settlement attachment or lien or any other act adverse to the interests of the Customer without Customer’s prior consent. If Vendor fails to assume the defense of a Claim or Customer reasonably determines that Vendor has failed to diligently assume and expensemaintain a prompt and vigorous defense of any Claim, defend (Customer may assume sole control of the defense of any Claim and all related settlement negotiations with counsel acceptable to Lessor of its own choosing, and Vendor will pay all costs and expenses (including reasonable attorneys’ fees) incurred by Customer in its sole and absolute discretionsuch defense within forty-five (45) against any and all actions, suits or other legal proceedings that may be brought or instituted against any days of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any each of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. LesseeCustomer’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasewritten requests.
Appears in 1 contract
Sources: Master Purchase Agreement
General Indemnification. Subject to (a) Following the provisions Closing, each Stockholder shall severally, and not jointly, indemnify and defend the Buyer and each of this Leaseits respective directors, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseeofficers, its Affiliates, servantsaffiliates, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area agents and specifically shall indemnify, defendrepresentatives, and shall hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) each of them harmless for, from and against all Losses that are incurred or suffered by any Liability of them in connection with or resulting from:
(i) any misrepresentation or breach of any representation or warranty (excluding the representations and warranties made in Article IV hereof, which shall be governed by Section 11.2(b) hereof, but including the representations and warranties made in Articles III and V hereof) made by that may Stockholder in this Agreement, any Ancillary Agreement or any disclosure schedule furnished or to be asserted against furnished to Buyer in connection with or as contemplated by this Agreement;
(ii) any breach of any covenant made by the Indemnified Parties Company in this Agreement, any Ancillary Agreement or any disclosure schedule furnished or to be furnished to Buyer in connection with or as contemplated by this Agreement, which covenant of the Company requires performance prior to the Closing;
(iii) (a) notwithstanding any disclosures in the disclosure schedules, any Taxes arising from adjustments by any Taxing Authority or the filing of an amended Tax Return, with respect to any Tax Return that was filed, or was required to be filed, prior to the Closing Date, to the extent the Taxes arising from such adjustments or amended returns relate directly or indirectly to the Reorganization or any agreements entered into by the Company or any of its affiliates in connection with or as result of the Reorganization, and (b) any Taxes arising from or attributable to a distribution by any Subsidiary of earnings and profits or distributable reserves that were generated as a result of the Reorganization, provided, that in the case of such a distribution by a Subsidiary occurring after the Closing Date, only to the extent Taxes imposed on such post-Closing distribution are not incurred as a result of affirmative actions taken by such Subsidiary after Closing which cause such Subsidiary to be managed and controlled for Tax purposes in a country other than the country in which it was managed and controlled immediately prior to the Closing; and
(iv) the enforcement by Buyer of its rights under this Section 11.2(a). Notwithstanding the foregoing, the parties acknowledge and agree that Buyer shall not be entitled to indemnification under Section 11.2(a)(i) in respect of Losses to which it is entitled to indemnification under Section 11.2(a)(iii) (calculated without regard to any actionlimitation on such Losses contained herein).
(b) Following the Closing, suiteach Stockholder shall severally (and not jointly) indemnify the Buyer and each of its respective directors, demandofficers, affiliates, employees, agents and representatives, and shall hold each of them harmless from and against all Losses that are incurred or proceeding commenced or asserted suffered by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, them in connection with or resulting from:
(i) any misrepresentation or breach of any representation or warranty made by such Stockholder in Article IV hereof; provided, however, that a Stockholder shall not be liable in any respect for any Losses resulting from any misrepresentation or breach by any other Stockholder of the Lessee Parties’ operations on the Lease Area; representations and warranties of such other Stockholder contained in Article IV hereof;
(bii) any breach by such Stockholder of Lessee Parties’ representationsany covenants made by such Stockholder herein; provided, warrantieshowever, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder a Stockholder shall not be limited liable in any respect for any Losses resulting from any breach by any workers’ compensation, benefits or disability laws and Lessee waives other Stockholder of any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against covenants made by such other Stockholder; and
(iii) the Indemnified Parties with respect to any claim or injury arising from the operations enforcement by Buyer of Lessee Parties its rights under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease11.2(b) against such Stockholder.
Appears in 1 contract
Sources: Stock Purchase Agreement (Euramax International PLC)
General Indemnification. Subject to the provisions of this LeaseBorrower shall, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseeat its sole cost ----------------------- and expense, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnifyprotect, defend, indemnify, release and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns harmless the Indemnified Parties (individually and collectively, the “Indemnified Parties”defined below) harmless for, from and against any Liability that and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof, (d) any failure of the Property to be in compliance with any Applicable Laws; (e) any and all claims and demands whatsoever which may be asserted against the Indemnified Parties as a result Trustee/Collateral Agent by reason of any actionalleged obligations or undertakings on its part to perform or discharge any of the terms, suitcovenants or agreements contained in any Lease; or (f) the payment of any commission, demandcharge or brokerage fee to anyone which may be payable in connection with the leasing of the Property to any subtenant of any part thereof. Any amounts payable to Trustee/Collateral Agent by reason of the application of this Section 13.1 shall become immediately due and payable and shall bear interest at the rate of 11% per annum from the date loss or damage is sustained by Trustee/Collateral Agent until paid. The term "Losses" shall mean any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement of whatever kind or proceeding commenced nature (including but not limited to attorneys' fees and other costs of defense). The term "Indemnified Parties" shall mean (a) Trustee/Collateral Agent, (b) any prior owner or asserted by holder of the Note, (c) any person servicer or entity prior servicer of the Debt, (d) any trustees, custodians or other fiduciaries who hold or who have held a full or partial interest in the Debt for the benefit of any Investor or other third party, (e) any receiver or other fiduciary appointed in a foreclosure or other Creditors Rights Laws proceeding, (f) any officers, directors, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, affiliates or subsidiaries of any and all of the foregoing, and (g) the heirs, legal representatives, successors and assigns of any and all of the foregoing (including, without limitation, any governmental entity)successors by merger, arising out consolidation or acquisition of all or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct a substantial portion of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ ' assets and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancesbusiness), environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any cases whether during the term of the Indemnified Parties Debt or Lease Area on any such Liability and shall pay as part of or satisfy any judgment or decree that may be rendered against any following a foreclosure of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseDebt.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Filing (Globix Corp)
General Indemnification. Subject 118 (i) In addition to the provisions other indemnities contained herein, and notwithstanding the existence of this Lease, ▇▇▇▇▇▇ assumes responsibility any insurance carried by or for the work done by Lesseebenefit of Landlord or Tenant, and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify, save harmless and defend Landlord and its Affiliatesprincipals, servantspartners, officers, members, directors, shareholders, employees, subcontractorsmanagers, agents, grantees, invitees, or independent contractors agents and servants (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Landlord Indemnified Parties”) harmless for; each individually, a “Landlord Indemnified Party”), from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable documented attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against the Landlord Indemnified Parties (excluding any Liability indirect, special, punitive or consequential damages as provided in Section 41.3) by reason of any of the following (in each case, other than to the extent resulting from Landlord’s gross negligence or willful misconduct or default hereunder or the violation by Landlord of any Legal Requirement imposed against Landlord (including any Gaming Regulations, but excluding any Legal Requirement which Tenant is required to satisfy pursuant to the terms hereof or otherwise)): (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Facility (or any part thereof) or adjoining sidewalks under the control of Tenant or any Subtenant; (ii) any use, misuse, non-use, condition, maintenance or repair by Tenant of the Facility (or any part thereof); (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (iv) any claim for malpractice, negligence or misconduct committed by Tenant or any Person on or from the Facility (or any part thereof); (v) the violation by Tenant of any Legal Requirement (including any Gaming Regulations) or Insurance Requirements; (vi) the non-performance of any contractual obligation, express or implied, assumed or undertaken by Tenant with respect to the Facility (or any part thereof) or any business or other activity carried on in relation to the Facility (or any part thereof) by Tenant; (vii) any lien or claim that may be asserted against the Facility (or any part thereof) arising from any failure by Tenant to perform its obligations hereunder or under any instrument or agreement affecting the Facility (or any part thereof); (viii) any third-party claim asserted against Landlord as a result of Landlord being a party to the MLSA, so long as such claim does not result from Landlord’s actions; (ix) all amounts actually payable by a Landlord Indemnified Parties Party to any Fee Mortgagee Securitization Indemnitee under any Existing Fee Mortgage Document as in effect as of the Commencement Date in the nature of indemnification as a result of any actionTenant Securitization Certification being inaccurate and (x) any matter arising out of Tenant’s (or any Subtenant’s) management, operation, use or possession of the Facility or any business or other activity carried on, at, from or in relation to the Facility (including any litigation, suit, demandproceeding or claim asserted against Landlord). Any amounts which become payable by Tenant under this Article XXI shall be paid within ten (10) days after liability therefor is determined by a final non appealable judgment or settlement or other agreement of the Parties, or, with respect to amounts payable by Tenant under the foregoing clause (ix), when such amounts become payable under the applicable Fee Mortgage Document, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Tenant, with its counsel and at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Landlord Indemnified Parties. For purposes of this Article XXI, any acts or omissions of Tenant or any Subtenant or any Subsidiary, as applicable, or proceeding commenced by employees, agents, assignees, contractors, subcontractors or asserted by others acting for or on behalf of Tenant or any person Subtenant or entity any Subsidiary, as applicable (including, without limitation, any governmental entityManager or anyone acting by, through or 119 on behalf of Manager) (whether or not they are negligent, intentional, willful or unlawful), arising out of or in any manner related shall be strictly attributable to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseTenant.
Appears in 1 contract
Sources: Lease Amendment
General Indemnification. Subject (a) If the transactions contemplated hereby to occur at the Closing are effected and subject to the provisions of this LeaseSection 11.01(b), ▇▇▇▇▇▇ assumes responsibility for each of the work done by LesseeAcquiror, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defendone hand, and hold Lessorthe Parent, its Affiliateson the other, and their respective officerseach hereby agrees (in such capacity, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the an “Indemnified PartiesIndemnifying Party”) harmless for), from and after the Closing, to indemnify and hold harmless the other (in such capacity, an “Indemnified Party”) against any Liability losses, claims, damages or liabilities (“Losses”) that may be asserted against such Indemnified Party shall actually incur, to the extent that such Losses (or actions, suits or proceedings in respect thereof and any appeals therefrom (“Proceedings”)):
(i) arise out of or result from the untruth or breach of any representation or warranty made herein in Article III, IV or V for the benefit of the Acquiror or in Article VI for the benefit of the Parent; or
(ii) arise out of or result from the nonperformance in accordance with its terms of any covenant or agreement made herein for the benefit of the Indemnified Party by the Indemnifying Party; and will reimburse the Indemnified Party for any reasonable legal or other expenses incurred by it in connection with investigating or defending against any such Losses or Proceedings. Notwithstanding the foregoing, the Indemnifying Party shall be liable to the Indemnified Party under this Section only for the amount by which Losses incurred by the Indemnified Party exceed U.S.$ million in the aggregate; provided, however, that the amount of such Losses that are subject to indemnification hereunder shall not exceed U.S.$ million in the aggregate for either Indemnified Party; and provided, further, that the Losses incurred by an Indemnified Party shall, for purposes of determining the threshold level thereof in accordance with this sentence and otherwise with respect to the obligations of the Indemnifying Parties hereunder, be offset by (i) the proceeds of any insurance received by the Indemnified Party, directly or indirectly through any Subsidiary or other Operating Company, with respect thereto and (ii) the amount of any income tax benefit actually realized by the Indemnified Party with respect thereto.
(b) Notwithstanding anything to the contrary in this Agreement, the liability of the Parent as an Indemnifying Party under this Agreement shall also be limited as follows:
(i) In determining the amount of any Loss for the purposes of the calculations to be made pursuant to subsection (a) of this Section 11.02, the untruth or breach of any representation and warranty or the nonperformance of any covenant or agreement that is qualified as to Materiality or Significance, only the excess of any losses, claims, damages or liabilities resulting therefrom over the monetary amount of the limitations set forth in the definitions of those terms shall be included.
(ii) Any Losses incurred by an entity partially owned, directly or indirectly, by an Indemnified Party shall only be deemed to be Losses in the same proportion that the Indemnified Party owns, directly or indirectly, the Equity Securities of such entity.
(iii) The Parent shall not be liable for any Losses resulting from a breach of any of its representations and warranties under Article V if the substance of the breach was actually known at or prior to the Closing by the Acquiror or its advisors, including its legal advisors but excluding the Senior Management Team; provided, however, that knowledge of the Acquiror’s legal advisors shall be attributed to the Acquiror only to the extent that such knowledge was obtained in the course of legal representation of the Acquiror by such legal advisor.
(iv) The Parent shall not be liable for any Losses resulting from a breach of any of the representations and warranties set forth in Section 5.12 to the extent that the act, omission, event or circumstance giving rise to such Losses was disclosed in the environmental audits and studies and correspondence on environmental matters made available to the Acquiror as described in Section 5.12.
(v) The Parent shall not be liable for any Losses resulting from a breach of any of the representations and warranties set forth in Articles III, IV or V of this Agreement to the extent that:
(A) the liability for such breach occurs or is increased as a result of the adoption or imposition of any Law, Regulation, Order or Legal Requirement not in force at the date of this Agreement or as a result of any actionincrease in rates of taxation after the date of this Agreement; or
(B) the Losses would not have arisen but for a change in accounting policy or practice of the Acquiror or any member of the Subject Company Group after Closing.
(vi) Each of the representations and warranties made by the Parent in Article V, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or other than those in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingSections , and smelting activities by , shall, for purposes of the Lessee Parties on the Lease Area and any productsindemnification provisions in this Article XI, waste, and byproducts arising therefrom; unless and be deemed to have been made subject to the extent such Liability is caused by the negligence or intentional misconduct Knowledge of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseParent.
Appears in 1 contract
Sources: Purchase and Sale Agreement
General Indemnification. (a) As an inducement to Buyer and Merger Sub to enter into this Agreement, and acknowledging that Buyer and Merger Sub are relying on the indemnification provided in this Section 11.2 in executing and performing this Agreement, the Equity Holders, by their acceptance of Merger Consideration pursuant to this Agreement, shall be deemed to have authorized the Representative to act on behalf of the Equity Holders in connection with all matters relating to this Agreement, the Escrow Agreement and the Environmental Escrow Agreement, including, without limitation, the Indemnity Escrow Account, the Purchase Price Adjustment Escrow Account, and the Environmental Escrow Account.
(b) Subject to Sections 11.3 and 11.4 below, after the provisions Closing each of this LeaseBuyer, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, Surviving Corporation and its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, Subsidiaries and their respective officers, insurersdirectors, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, employees and successors and assigns (individually and collectively, the “"Buyer Indemnified Parties”") shall be indemnified and held harmless for(in any event, without duplication) solely out of the Indemnity Escrow Account from and against:
(i) subject to Section 11.1, any and all Losses resulting from, arising from, relating to or constituting the failure of any representation or warranty of the Company set forth in Article IV (other than those representations and warranties relating to Taxes), to be true and correct as of the date made; and
(ii) any and all Losses resulting from, arising from, relating to or constituting the breach of any covenant or other agreement (other than those covenants or other agreements relating to Taxes) on the part of the Company under this Agreement.
(c) Subject to Sections 11.3 and 11.4 below, after the Closing each of the Buyer Indemnified Parties shall be indemnified and held harmless (in any event, without duplication) solely out of the Indemnity Escrow Account from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), and all Losses arising out of or in attributable to (i) any manner misrepresentation, inaccuracy or breach of any representation, warranty, covenant, agreement or promise related to Taxes by the Company contained in this Agreement or resulting from Lessee Parties’ operations (ii) any Liability of the Company or any of its Tax Affiliates with respect to Taxes for any Tax Period, or portion thereof, ending on or before the Closing Date, including, without limitation any Interim Period; provided, that the Losses shall be reduced (but not below zero) to the extent reserved in the Closing Balance Sheet; and provided, further, that a valuation allowance or reserve with respect to net operating losses, Tax basis of assets and other similar Tax attributes shall not be considered a reserve on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under Closing Balance Sheet for this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or purpose.
(d) Notwithstanding any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and provision in this Agreement to the extent such Liability is caused by contrary:
(i) the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Buyer Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have indemnified under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties Section 11.2(c) with respect to any claim Losses or injury Taxes for any Taxable Period that begins after the Closing Date, including without limitation, the portion of any Straddle Period that begins after the Closing Date; and
(ii) the Buyer Indemnified Parties shall not be indemnified under Section 11.2(c) with respect to any Losses or Taxes that would not have been generated but for any election made by the Buyer under Section 338(g) of the Code with respect to the Company and one or more Tax Affiliates.
(e) Subject to Sections 11.3 and 11.4 below, Buyer and the Surviving Corporation hereby, jointly and severally, agree to indemnify and hold the Equity Holders and the Representative and their respective officers, directors, employees and successors and assigns (collectively, the "Equity Holders Indemnified Parties") harmless from and against:
(i) subject to Section 11.1, any and all Losses resulting from, arising from from, relating to or constituting the operations failure of Lessee Parties any representation or warranty of Buyer or Merger Sub set forth in Article V to be true and correct as of the date made; and
(ii) any and all Losses resulting from, arising from, relating to or constituting the breach of any covenant or other agreement on the part of Buyer or Merger Sub under this Lease Agreement.
(f) Notice of all claims made by any Buyer Indemnified Party pursuant to this Article XI shall be given exclusively to the Representative, not in its personal capacity, but solely in its capacity as the representative of the Equity Holders, and the presence Representative shall have full and exclusive power and authority to represent the interests of Lessee Parties the Equity Holders in respect of such claims. Notwithstanding anything contained herein to the contrary, no Buyer Indemnified Party shall be entitled to make any claim for indemnification under this Article XI against the Representative or any Equity Holder.
(g) To the extent that Buyer, the Surviving Corporation or any Subsidiary suffers any Losses for which it is entitled to be indemnified under Section 11.2(a), then (without limiting any of the rights of the Surviving Corporation or such Subsidiary as a Buyer Indemnified Party, but in any event without duplication) Buyer shall be entitled to make an indemnification claim for such Losses on behalf of the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination Surviving Corporation or expiration of this Leasesuch Subsidiary.
Appears in 1 contract
General Indemnification. Subject (a) If the transactions contemplated hereby to occur at the Closing are effected, the Acquiror, on the one hand, hereby agrees, and the Designated Company Stockholders, on the other, hereby severally agree (the Acquiror and such holders together each being an "Indemnifying Party"), from and after the Closing, to indemnify and hold harmless all those persons who hold Company Common Stock immediately prior to the Effective Time, on the one hand, and the Acquiror, on the other (each such group or person being the "Indemnified Party") against any losses, claims, damages or liabilities ("Losses") that such Indemnified Party shall actually incur, to the extent that such Losses (or actions, suits or proceedings in respect thereof and any appeals therefrom ("Proceedings")):
(i) arise out of or are based upon any allegation that any representation or warranty made herein in Article IV or V for the benefit of the Acquiror or the Company, respectively, is untrue or has been breached in any respect; or
(ii) arise out of or are based upon any allegation that any covenant or agreement made herein for the benefit of the Indemnified Party by the Indemnifying Party has not been performed in accordance with its terms; and will reimburse the Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending against any such Losses or Proceedings. Notwithstanding the foregoing, the Indemnifying Party shall be severally liable to the Indemnified Party under this Section only for the amount of individual Losses incurred by the Indemnified Party that exceed $250,000 in the aggregate; provided, however, that the amount of such Losses that are subject to indemnification hereunder shall not exceed $2,500,000 in the aggregate for all Designated Company Stockholders on the one hand and the Acquiror on the other; and provided, further, that the Losses incurred by an Indemnified Party shall, for purposes of determining the threshold level thereof in accordance with this sentence and otherwise, be offset by (i) the proceeds of any insurance received by the Indemnified Party with respect thereto and (ii) the amount of any federal income tax benefit actually realized by the Indemnified Party with respect thereto. No Designated Company Stockholder shall be liable hereunder for more than his pro rata share of Losses (based on the number of shares of Company Common Stock owned immediately prior to the Effective Time, including for this purpose the shares of Company Common Stock issuable upon exercise of all the Warrants) and may elect, in his sole discretion, to pay such Losses in cash or in Acquiror Common Stock or both. If the Designated Company Stockholder shall elect to pay all or any portion of such Losses in Acquiror Common Stock, the value of such AGREEMENT AND PLAN OF MERGER -44- 50 Acquiror Common Stock shall be deemed to be the lower of the Initial Offering Price or the Current Market Price.
(b) Promptly after receipt by the Indemnified Party under subsection (a) of this Section of notice of a Loss or the commencement of any Proceeding against which it believes it is indemnified under this Section, the Indemnified Party shall, if a claim in respect thereto is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to the Indemnified Party to the extent that the Indemnifying Party is not prejudiced by such omission.
(c) The Indemnifying Party shall, within thirty (30) days after receipt of a notice of Loss or Proceeding given pursuant to subsection (b) of this Section, either (i) acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding and pay the Indemnified Party the amount of such Loss or the amount in controversy in such Proceeding in cash in immediately available funds (or establish by agreement with the Indemnified Party an alternative payment schedule), (ii) acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding, disavow the validity of the Loss or Proceeding or the amount thereof and, in the case of a proceeding to the extent that it shall so desire in accordance with subsection (d) of this Section, assume the legal defense thereof, or (iii) object (or reserve the right to object until additional information is obtained) to the claim for indemnification or the amount thereof, setting forth the grounds therefor in reasonable detail. If the Indemnifying Party does not respond to the Indemnified Party as provided in this subsection within such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such indemnification claim in accordance with clause (i) of this subsection and the Indemnified Party may exercise any and all of its rights under applicable law to collect such amount.
(d) In the case of a Loss as to which the Indemnifying Party shall have responded pursuant to clause (ii) or (iii) of subsection (c) above, the parties shall attempt in good faith to resolve their differences for a period of 60 days following receipt by the Indemnified Party or Parties of the response of the Indemnifying Party pursuant to subsection (c) above and, if the parties are unable to resolve their differences within such period, the Indemnified Party or Parties may submit the matter to arbitration in accordance with the provisions of Section 11.09.
(e) If a Proceeding shall be brought against an Indemnified Party and it shall notify the Indemnifying Party thereof in accordance with subsection (b) of this Section, the Indemnifying Party shall, if it shall have responded to such notice in accordance with clause (ii) of subsection (c) of this Section, be entitled to assume the legal defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or such AGREEMENT AND PLAN OF MERGER -45- 51 action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorney's fees or other expenses (except reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party does not assume the defense of a Proceeding as to which it has acknowledged liability, as between itself and the Indemnified Party, pursuant to clause (ii) of subsection (c) of this Section, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney's fees and expenses and reasonable out-of-pocket expenses incurred in the defense thereof and, subject to the provisions of subsection (f) of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelySection, the “Indemnified Parties”) harmless for, from and against any Liability that may Indemnifying Party shall be asserted against bound by the result obtained with respect thereto by the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseParty.
Appears in 1 contract
Sources: Merger Agreement (Natco Group Inc)
General Indemnification. Subject to (a) From and after the provisions of this LeaseClosing Date, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseeeach Nominee shall, its Affiliatesseverally and not jointly or jointly and severally, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, hold harmless and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “defend each Indemnified Parties”) harmless for, Party from and against any Liability that may be asserted against the Indemnified Parties as a result of any actionand all “Losses” (i.e., suitclaims, demandlosses, or proceeding commenced or asserted by any person or entity (damages, liabilities and expenses, including, without limitation, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom, and costs of attachment or similar bonds) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any governmental entity)breach of a representation, arising out warranty, covenant or obligation of such Nominee contained in this Agreement, or in any manner related to Exhibit, certificate or resulting from Lessee Parties’ operations on affidavit delivered by such Nominee pursuant hereto. In each case, the Lease AreaNominee shall (collectively, including without limitation (aif applicable) any violation of applicable Lawonly bear the fees, including (without limitation) any Environmental Law, costs or expenses in connection with the Lessee employment of one counsel (regardless of the number of Indemnified Parties’ operations on the Lease Area; ).
(b) any breach of Lessee Parties’ representationsEach Nominee shall also, warrantiesseverally and not jointly or jointly and severally, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, indemnify and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of hold harmless the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ Parties from and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actionsLosses asserted against, suits imposed upon or other legal proceedings that may be brought or instituted against any of incurred by the Indemnified Parties or Lease Area on to the extent resulting from an unrelated third-party claim arising from such Nominee’s failure to timely pay any fees and expenses of such Liability Nominee for which it is responsible pursuant to this Agreement in connection with the transactions contemplated by this Agreement and shall pay or satisfy the Contribution Agreement.
(c) With respect to any judgment or decree that may be rendered against claim of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy which covers the matter which is the subject of the Indemnified Parties indemnification prior to seeking indemnification from a Nominee until all proceeds and benefits, if any, to which the Operating Partnership or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any claim Losses paid by a Nominee for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse such Nominee in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.6(a) up to the amount actually paid (or injury arising from deemed paid) by such Nominee to the operations Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by a Nominee with respect to insurance coverage disputes shall constitute Losses paid by such Nominee for purposes of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease3.2(a)).
Appears in 1 contract
Sources: Representation, Warranty and Indemnity Agreement (Hudson Pacific Properties, Inc.)
General Indemnification. Subject to The Borrower shall pay and indemnify the provisions of this Lease----------------------- Bank, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defendBank's parent company, and hold Lessor, its Affiliates, and each of their respective officers, insurers, agents, contractorsdirectors, employees, licenseescounsel, lesseesagents and attorneys-in-fact (each, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “an "Indemnified Parties”Person") harmless for, from and against any Liability that may be asserted against and all ------------------ liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses, or disbursements (including attorneys' fees and disbursements and the Indemnified Parties as a result allocated costs of internal counsel) of any actionkind or nature whatsoever with respect to the execution, suitdelivery, demandenforcement, performance, and administration of this Agreement and any other Credit Documents, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingtransactions contemplated hereby and thereby, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim investigation, litigation, or injury proceeding related to this Agreement, any violation of any Environmental Law by the Borrower or its Subsidiaries, any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence (whether actual or alleged) of a Hazardous Substance on, under or about the property or operations of or property leased to the Borrower or any of its Subsidiaries, any transportation from or other off- site management of any Hazardous Substance generated or used by the Borrower or any of its Subsidiaries, or the loans and other extensions of credit hereunder or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); ----------------------- provided, that the Borrower shall have no obligation hereunder to any -------- Indemnified Person with respect to Indemnified Liabilities arising from the operations gross negligence or willful misconduct of Lessee Parties such Indemnified Person. The agreements and obligations of the Borrower under this Lease Section shall survive the expiration or termination of the commitment to extend credit hereunder and the presence payment of Lessee Parties on all other obligations of the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseBorrower hereunder.
Appears in 1 contract
General Indemnification. Subject to To the provisions fullest extent permitted by law, Seller shall, at its own expense, indemnify and hold harmless Buyer and/or any of this LeaseBuyer’s related entities’ officers, ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseemanagers, its Affiliatesdirectors, servantsofficers, related entities, employees, subcontractors, agents, granteessubsidiaries and divisions (and each of their heirs, invitees, or independent contractors successors and assigns) (collectively, “Lessee PartiesIndemnitees”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties and all claims, losses, costs and damages including but not limited to judgments, attorneys’ fees, court costs, appellate costs, or government fines (collectively, “Losses”) arising out of, in connection with or as a result consequence of (i) injury to or sickness, illness or death of any actionperson, suitincluding but not limited to any employees of Seller or any employee of any subcontractor of Seller or on account of damage to property, demandincluding loss of use thereof, (ii) the performance, nonperformance or breach of Seller’s obligations under this Agreement, (iii) the negligence or willful misconduct of Seller or its principals, employees, subcontractors or agents in connection with the Agreement, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (aiv) any violation of applicable Lawlaw by Seller or its principals, including employees, subcontractors or agents, regardless of whether or not such claim damage, loss or expense under (without limitationi)-(iv) any Environmental Lawis caused in part by a party indemnified hereunder. Such obligation of Seller exists whether same be labeled as full indemnification, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representationspartial indemnification or contractual contribution. Such obligation should further not be construed to negate, warranties, abridge or otherwise reduce other rights or obligations under this Lease; of indemnity which would otherwise exist as to a party or person described above. Seller waives all rights against Buyer, and/or officers, managers, directors, officers, related entities, employees, agents, subsidiaries and divisions (cand each of their heirs, successors and assigns) any actsfor recovery of damages that shall be covered by his Commercial General Liability, omissionsumbrella liability, activities, business auto liability or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ workers compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor employers liability maintained per insurance requirements stated in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leaseagreement.
Appears in 1 contract
General Indemnification. Subject to To the provisions of this Leasefullest extent permitted by law, ▇▇▇▇▇▇ assumes responsibility for the work done by LesseeContractor shall defend, indemnify and hold City, its Affiliatesofficials, servantsofficers, employees, subcontractorsvolunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area subcontractors and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), subcontractors arising out of or in any manner related to connection with the performance of the Services, the Project or resulting from Lessee Parties’ operations on the Lease Areathis Agreement, including without limitation (a) any violation the payment of applicable Lawall consequential damages, including (without limitation) any Environmental Lawattorneys’ fees and other related costs and expenses. Contractor shall defend, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representationsat Contractor's own cost, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingexpense, and smelting activities by the Lessee Parties on the Lease Area and any productsrisk, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actionssuch aforesaid suits, suits actions or other legal proceedings of every kind that may be brought or instituted against any of the Indemnified Parties City, its directors, officials, officers, employees, agents or Lease Area on any such Liability and volunteers. Contractor shall pay or and satisfy any judgment judgment, award or decree that may be rendered against any of the Indemnified Parties City or Lease Area its directors, officials, officers, employees, agents, or volunteers, in any such actionsuit, suit action or other legal proceeding which may result therefromproceeding. Without limiting Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs, including reasonable attorneys’ fees, incurred by each of them in connection therewith or in enforcing the generality of indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by City or its directors, officials, officers, employees, agents or volunteers. Notwithstanding the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by any Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Lessee PartiesContractor. Lessee’s indemnity obligation hereunder This Section 5.1 shall not be limited by survive any workers’ compensation, benefits expiration or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions termination of this Section 10.6 shall survive termination or expiration of this LeaseAgreement.
Appears in 1 contract
Sources: Consulting Services Agreement
General Indemnification. Subject To the extent permitted by Laws, Supplier agrees to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, harmless Mosaic and its respective Affiliates, as defined below, and their respective all officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successorsdirectors, and assigns employees of any of the foregoing (individually and collectively, collectively the “Indemnified PartiesMosaic Indemnitees”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties and all claims, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees and reasonable costs of investigations) (“Losses”) incurred by any Mosaic Indemnitee, whether direct or indirect, as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (bi) any breach by Supplier of Lessee Parties’ representationsthe provisions of this Agreement; (ii) any negligent, warrantiesreckless, or obligations under this Leasewillful acts or omissions of Supplier or Supplier’s Personnel; (ciii) any acts, omissions, activities, or operations hereunder release of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any productssubstance, waste, or material resulting from the acts or omissions of Supplier or Supplier’s Personnel; and byproducts arising therefrom(iv) any use of Mosaic Equipment by Supplier or Supplier’s Personnel; unless and (v) any use of subcontractors by Supplier. Subject to the extent such Liability is caused provisions of Section 44 (Statutory Employer) and the Louisiana Worker’s Compensation Act, La. R.S. 23:1021 et seq., if and as applicable, (i) Mosaic will not be responsible or liable to Supplier or Supplier’s Personnel (including Supplier’s insurance carrier), for any worker’s compensation benefits paid to Supplier’s employees; (ii)supplier waives any claims, liens, causes of action, or any other rights to it or its agents, including insurance carriers, may have against Mosaic for sums paid by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation to be paid by Supplier, relating to any claims for: injury payments made to or death of persons; damage Supplier’s employees by Supplier pursuant to property; nuisance; mechanics’ and materialmen’s liens; its workers’ compensation obligations; and unemployment taxes; fires; timber trespass; fines and penalties; present release (iii)supplier also waives any claims, liens, causes of action, or disposal of hazardous substancesany other rights it or its agents, environmental protection and/or natural resource damagesincluding insurance carriers, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted have against any of the Indemnified Parties Mosaic Indemnitees for any sums paid by or Lease Area on to be paid by Supplier, relating to any such Liability and actions or claims by Supplier’s employees against Mosaic. For the purposes of this Agreement, “Affiliates” shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such actionmean, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim entity, any other entity directly or injury arising from the operations of Lessee Parties indirectly controlling, controlled by, or under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasecommon control with such entity.
Appears in 1 contract
Sources: Purchase Order Agreement
General Indemnification. Subject CONTRACTOR shall indemnify, defend with counsel 870 acceptable to the provisions of this LeaseCITY, ▇▇▇▇▇▇ assumes responsibility for protect and hold harmless City Council, the work done by LesseeCITY, its Affiliatesofficers, servants, 871 employees, subcontractorsvolunteers, agentsand agents (collectively, granteesindemnitees) from and against all claims, invitees872 damages (including but not limited to special, consequential, natural resources and punitive 873 damages), injuries, costs, (including without limit any and all response, remediation and removal 874 costs), losses, demands, debts, liens, liabilities, causes of action, suits, legal or independent contractors administrative 875 proceedings, interest, fines, charges, penalties, and expenses (including without limit attorneys’ 876 expert witness fees and costs incurred in connection with defending against any of the foregoing 877 or in enforcing this indemnity), (collectively, “Lessee PartiesDamages”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any actionkind whatsoever paid, suit, demandincurred 878 or suffered by, or proceeding commenced asserted against, indemnitees arising from or asserted by any person attributable to the acts or entity (including, without limitation, any governmental entity), arising out 879 omissions of Contractor whether or in any manner related to not negligent or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Lawotherwise culpable, in connection with or 880 related to the Lessee Parties’ operations on the Lease Area; (b) performance of this Agreement, including without limit damages arising from or 881 attributable to any breach of Lessee Parties’ representationsoperations, warrantiesrepair, clean-up or detoxification, or obligations under this Lease; other plan (cregardless of 882 whether undertaken due to governmental action) concerning any actshazardous substance or 883 Hazardous Waste Collected in the CITY. Notwithstanding the foregoing, omissionshowever, activities, or operations hereunder of Lessee Parties; and/or (d) 884 CONTRACTOR shall be required to indemnify the CITY for the costs for any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder885 the Disposal of Discarded Materials at the Disposal Facility, from Processing of Recyclable 886 Materials at the Recyclable Materials Processing Facility, and/or from Processing Organic 887 Materials at the Compostable Materials Processing Facility including, but not limited to, claims 888 arising under the Comprehensive Environmental Response, Comprehensive and Liability Act 889 (CERCLA) unless claim is a direct result of CONTRACTOR’S actions or negligence. Lessee shallThis 890 indemnity afforded indemnitees, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not only be limited by any workers’ compensationto exclude coverage for intentional 891 wrongful acts and negligence of indemnitees, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Areaas provided below. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ indemnity 892 is intended to operate as an Agreement pursuant to §107(e) of the Comprehensive 893 Environmental Response, Compensation and ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇. The §9607(e) and 894 California Health and Safety Code §25364, to defend, protect, hold harmless, and indemnify 895 CITY from liability.
01.1 This provision is in addition to all other provisions in this Agreement and 897 is intended to survive the expiration or earlier termination of this Section 10.6 Agreement. Nothing in this 898 paragraph shall survive termination prevent CITY from seeking indemnification or expiration of this Leasecontribution from Persons or 899 entities other than indemnitees, for any liabilities incurred by CITY or the indemnitees. As 900 appropriate, CONTRACTOR’S Guaranty Agreement shall extend to the indemnification 901 obligation hereunder.
Appears in 1 contract
Sources: Processing, Transfer and Disposal Service Agreement
General Indemnification. Subject The terms and conditions of the second paragraph of Section 7.07 of the Indenture regarding indemnification are hereby incorporated herein by reference, and are hereby made a part of this Security Instrument to the provisions of same extent and with the same force as if fully set forth herein; provided the terms “Trustee” and “Indemnified Party” as used therein shall, solely for purposes herein, be replaced with the term “Indemnified Party” (as defined in this LeaseSecurity Instrument), ▇▇▇▇▇▇ assumes responsibility the term “Indenture” as used therein shall, solely for purposes herein, be replaced with the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, term “Lessee PartiesSecurity Instrument”) on the Lease Area and specifically shall indemnify, defend, and hold Lessorthe term “Claims” as used therein shall, its Affiliatessolely for purposes herein, be amended to exclude subsection (b) thereof and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation include: (a) any violation accident, injury to or death of applicable Lawpersons or loss of or damage to property occurring in, including (without limitation) on or about the Property or any Environmental Law, in connection with the Lessee Parties’ operations part thereof or on the Lease Areaadjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any breach of Lessee Parties’ representationsuse, warrantiesnonuse or condition in, on or obligations under this Leaseabout the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any acts, omissions, activities, labor services or operations hereunder the furnishing of Lessee Partiesany materials or other property in respect of the Property or any part thereof; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct failure of the Indemnified Parties. This includes without limitation Property to be in compliance with any claims for: injury to or death of personsApplicable Laws; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretione) against any and all actions, suits or other legal proceedings that claims and demands whatsoever which may be brought asserted against Mortgagee or instituted against any Secured Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the Indemnified Parties terms, covenants, or agreements contained in the Operating Lease Area on or any such Liability and shall pay Lease [(including the Ground Lease)]; or satisfy (f) the payment of any judgment commission charge or decree that brokerage fee to anyone which may be rendered against any of payable in connection with the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseSecured Obligations.
Appears in 1 contract
General Indemnification. Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”a) on the Lease Area Both Grantor and specifically Borrower shall indemnify, defenddefend and hold Beneficiary and Trustee harmless against: (i) any and all claims for brokerage, leasing, finder’s or similar fees which may be made relating to the Property or the Debt, and hold Lessor(ii) any and all liability, its Affiliatesobligations, losses, damages, penalties, claims, actions, suits, costs and their respective officersexpenses (including Beneficiary’s reasonable attorneys’ fees, insurerstogether with reasonable appellate counsel fees, agentsif any) of whatever kind or nature which may be asserted against, contractorsimposed on or incurred by Beneficiary or Trustee in connection with the Debt, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectivelythis Security Instrument, the “Indemnified Parties”) Property, or any part thereof, or the exercise by Beneficiary or Trustee of any rights or remedies granted to it under this Security Instrument; provided, however, that nothing herein shall be construed to obligate Grantor or Borrower to indemnify, defend and hold harmless for, Beneficiary from and against any Liability that may be asserted against the Indemnified Parties as a result and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses enacted against, imposed on or incurred by Beneficiary by reason of any action, suit, demand, Beneficiary’s willful misconduct or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; gross negligence.
(b) If Beneficiary is made a party defendant to any litigation or any claim is threatened or brought against Beneficiary concerning the secured indebtedness, this Security Instrument, the Property, or any part thereof, or any interest therein, or the construction, maintenance, operation or occupancy or use thereof, then Beneficiary shall notify Grantor or Borrower of such litigation or claim and both Grantor and Borrower shall indemnify, defend and hold Beneficiary harmless from and against all liability by reason of said litigation or claims, including reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any). The right to such attorneys’ fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Beneficiary in any such litigation or claim of the type described in this Subsection 11.1(b), whether or not any such litigation or claim is prosecuted to judgment, shall be deemed to have accrued on the commencement of such claim or action and shall be enforceable whether or not such claim or action is prosecuted to judgment. If Beneficiary commences an action against both Grantor and Borrower to enforce any of the terms hereof or to prosecute any breach by both Grantor and Borrower of Lessee Partiesany of the terms hereof or to recover any sum secured hereby, Borrower shall pay to Beneficiary its reasonable attorneys’ representationsfees (together with reasonable appellate counsel fees, warrantiesif any) and expenses. If Grantor or Borrower breaches any term of this Security Instrument, Beneficiary may engage the services of an attorney or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drillingattorneys to protect its rights hereunder, and smelting activities in the event of such engagement following any breach by the Lessee Parties on the Lease Area Borrower and/or Grantor, Borrower shall pay Beneficiary reasonable attorneys’ fees (together with reasonable appellate counsel fees, if any) and any productsexpenses incurred by Beneficiary, waste, whether or not an action is actually commenced against Borrower or Grantor by reason of such breach. All references to “attorneys” in this Subsection 11.1(b) and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes elsewhere in this Security Instrument shall include without limitation any claims for: injury to attorney or death of persons; damage to property; nuisance; mechanics’ law firm engaged by Beneficiary and materialmenBeneficiary’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substancesin-house counsel, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits references to “fees and expenses” in this Subsection 11.1(b) and elsewhere in this Security Instrument shall include without limitation any reasonable fees of such attorney or other legal proceedings that may be brought or instituted against law firm and any reasonable allocation charges and allocation costs of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. LesseeBeneficiary’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasein-house counsel.
Appears in 1 contract
Sources: Leasehold Indemnity Deed of Trust and Security Agreement (Columbia Equity Trust, Inc.)
General Indemnification. (a) Subject to the terms and conditions of this Article VII, Member shall indemnify, defend and hold harmless Parent and its directors, officers, Affiliates, employees, agents and representatives (collectively, the “Parent Indemnified Parties”), from and against all Losses that are incurred or suffered by any of them in connection with or resulting from any of the following:
(i) any breach of, or inaccuracy in, any representation or warranty made by Member in this Agreement;
(ii) any breach of any covenant made by Member in this Agreement;
(iii) any Closing Indebtedness, to the extent not taken into account in determining the Final Closing Consideration;
(iv) any Transaction Expense, to the extent not taken into account in determining the Final Closing Consideration;
(v) any matter identified on Schedule 3.13 or Schedule 3.16(a); or
(vi) the enforcement by any Parent Indemnified Party of its indemnification rights under this Agreement.
(b) Subject to the terms and conditions of this Article VII, Parent shall indemnify, defend and hold harmless Member and his agents and representatives (collectively, the “Member Indemnified Parties”) from and against all Losses that are incurred or suffered by any of them in connection with or resulting from any of the following:
(i) any breach of, or inaccuracy in, any representation or warranty made by Parent in this Agreement;
(ii) any breach of any covenant made by Parent in this Agreement; or
(iii) the enforcement by the Member Indemnified Parties of their indemnification rights under this Agreement.
(c) Subject to the provisions of this Lease, ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entitySection 7.2(d), arising out (i) Member shall have no obligation to indemnify Parent Indemnified Persons for any Losses pursuant to claims for breaches of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation representations and warranties (aother than Fundamental Representations) any violation of applicable Law, including (without limitationunder Section 7.2(a)(i) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to until the extent such Liability is caused total amount of Losses incurred by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Parent Indemnified Parties with respect to breaches of, or inaccuracies in, representations and warranties exceeds $15,000 (the “Threshold”), in which case Member will be liable for all such Losses in excess of the Threshold; and (ii) the maximum aggregate obligation of (x) Member for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 7.2(a)(i), and (y) Parent for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 7.2(b)(i), shall not exceed an amount equal to the Holdback Amount (the “Cap”).
(d) In no event shall the Threshold, the Cap or the limitations set forth in Section 7.2(c) apply to Losses suffered or incurred by any claim Indemnified Party as a result of, or injury arising from out of, (i) inaccuracies in, or breach of, any Fundamental Representation, (ii) the operations of Lessee Parties under matters set forth in Sections 7.2(a)(ii) through 7.2(a)(vi), Sections 7.2(b)(ii) or 7.2(b)(iii), or Section 6.1, or (iii) any fraud or intentional misrepresentation by a Party.
(e) The representations and warranties in this Lease Agreement and the presence Ancillary Agreements shall not be affected or diminished by, and no right of Lessee Parties on indemnification hereunder shall be limited by reason of, any investigation or audit conducted before or after the Lease Area. The foregoing waivers were negotiated mutually Closing or the knowledge of any Party of any breach of a representation, warranty, covenant or agreement by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions the other Party at any time, or the decision of this Section 10.6 shall survive termination or expiration of this Leaseany Party to complete the Closing.
Appears in 1 contract
Sources: Merger Agreement (Transcat Inc)
General Indemnification. Subject CONTRACTOR must indemnify, defend (with attorneys acceptable to the provisions of this LeaseCITY), ▇▇▇▇▇▇ assumes responsibility for the work done by Lesseeand hold harmless CITY, CITY’s contractors, and its Affiliateselected and appointed public officials, servantsofficers, directors, employees, subcontractors, agents, granteesvolunteers, invitees, or independent and other contractors of each of them (collectively, “Lessee PartiesCITY Indemnitees”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for), from and against any Liability that and all claims, costs, losses and damages (including, but not limited to, all fees and charges of engineers, architects, attorneys, and other professionals as well as all court or other dispute resolution costs), liabilities, expenditures, or causes of action of any kind (including negligent, reckless, willful, or intentional acts or omissions of the CONTRACTOR, any subcontractor, any supplier, any person or organization directly or indirectly employed by any of them to perform or furnish any services or anyone for whose acts any of them may be asserted liable), arising from, relative to or caused by the performance of the services (collectively, “Claims”). This indemnity includes but is not limited to Claims attributable to bodily injury, sickness, disease, or death, and to injury or destruction of tangible property. CONTRACTOR agrees, at CONTRACTOR's expense, after written notice from the CITY, to defend any action against the Indemnified Parties as a result CITY Indemnitees that falls within the scope of this indemnity using counsel selected by CONTRACTOR and approved by CITY in its reasonable judgment. Additionally, if CONTRACTOR, after receipt of written notice from the CITY, fails to make any payment due under this Agreement to CITY, CONTRACTOR must pay any reasonable attorneys’ fees or costs incurred by CITY in securing any such payment from CONTRACTOR. Payment of any amount due pursuant to the foregoing indemnity must, after receipt of written notice by CONTRACTOR from CITY that such amount is due, be made by CONTRACTOR prior to CITY being required to pay same, or in the alternative, CITY, at CITY's option, may make payment of an amount so due and CONTRACTOR must promptly reimburse CITY for the same, together with interest thereon at the rate of 12% per annum simple interest from the date of receipt by CONTRACTOR of written notice from CITY that such payment is due. The foregoing indemnity and hold harmless provisions shall apply regardless of whether such loss, liability, penalty, forfeiture, claim, demand, action, proceeding, suit, demandinjury, death, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of or damage is also caused in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought part by any of the Lessee Parties. Lessee’s indemnity obligation hereunder CITY Indemnities' negligence, but shall not be limited by any workers’ compensation, benefits extend to matters resulting from CITY Indemnities' sole negligence or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect to any claim or injury arising from the operations of Lessee Parties under this Lease and the presence of Lessee Parties on the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Leasewillful misconduct.
Appears in 1 contract
Sources: Collection Services Agreement
General Indemnification. (a) Subject to the other provisions of this LeaseArticle 9, ▇▇▇▇▇▇ assumes responsibility for from and after the work done by LesseeClosing, its AffiliatesSeller shall, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, defend and hold Lessor, harmless Buyer and its Affiliates, successors and permitted assigns and their respective officers, insurers, agents, contractorsdirectors, employees, licensees, lessees, EXECUTION COPY invitees, successors, Affiliates and assigns agents (individually and collectively, the “Indemnified Parties”) harmless forincluding, from and against after the Closing, the Group Companies) (each a “Buyer Indemnitee”) from any Liability that may be asserted against the Indemnified Parties actual damages, losses, liabilities, obligations, claims, Actions, fines, penalties, costs, interest or out-of-pocket expenses (including reasonable attorneys’ and accountants’ fees, disbursements and expenses) (each, a “Loss”) suffered or paid, directly or indirectly, as a result of any actionof, suit, demandin connection with, or proceeding commenced or asserted by any person or entity (including, without limitation, any governmental entity), arising out of (i) any inaccuracy or breach of any of the representations and warranties made by the Company or Seller in Article 3 and Article 4, respectively, or in any manner related certificate delivered to or resulting from Lessee Parties’ operations on the Lease AreaBuyer pursuant to this Agreement, including without limitation (aii) any violation breach of, or failure to perform or comply with, any covenant or agreement of applicable LawSeller contained herein, including (without limitationiii) each of the Contracts set forth on Schedule 9.2(a), and (iv) the third paragraph of the Contract set forth on Schedule 6.18; provided, that, with respect to any Environmental LawLosses that would otherwise be indemnifiable by Seller pursuant to this Section 9.2(a) with respect to a Reserved Matter, Seller shall only be obligated to indemnify, defend and hold harmless the Buyer Indemnitees for fifty percent (50%) of any such Losses.
(b) Subject to the other provisions of this Article 9, Buyer agrees to, and shall, after the Closing, cause the Company to indemnify, defend and hold harmless Seller and its respective officers, directors, employees, Affiliates and agents (each a “Seller Indemnitee”) from any Loss suffered or paid, directly or indirectly, as a result of, in connection with with, or arising out of (i) any inaccuracy or breach of any of the Lessee Parties’ operations on representations and warranties made by Buyer contained in Article 5 or in any certificate delivered to the Lease Area; Company pursuant to this Agreement, (bii) any breach of Lessee Parties’ representations, warrantiesof, or obligations under this Lease; failure to perform or comply with, any covenant or agreement of Buyer contained herein, and (iii) any breach of, or failure to perform or comply with, any covenant or agreement of the Company contained herein which are to be performed by the Company after the Closing Date.
(c) Except with respect to Third Party Claims addressed in Section 9.3, any actsBuyer Indemnitee or Seller Indemnitee (each, omissionsan “Indemnified Party”) who wishes to make a claim for indemnification for a Loss pursuant to this Section 9.2 shall give written notice to each Person from whom indemnification is being claimed (an “Indemnifying Party”) promptly after it acquires knowledge of the fact, activitiesevent or circumstances giving rise to the claim for the Loss; provided, that no delay or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties failure on the Lease Area and part of the Indemnified Party in so notifying an Indemnifying Party shall relieve such Indemnifying Party of any products, waste, and byproducts arising therefrom; unless and liability or obligation hereunder except to the extent such Liability Indemnifying Party is caused actually prejudiced by the negligence or intentional misconduct of the Indemnified Partiessuch failure. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost and expense, defend (with counsel acceptable to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of Notwithstanding the foregoing, ▇▇▇▇▇▇ assumes liability for actions brought by in no event shall an Indemnifying Party have any of the Lessee Parties. Lessee’s indemnity obligation hereunder shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against to indemnify the Indemnified Parties Party with respect to any claim that is not made in writing and received by such Indemnifying Party on or injury arising from before the operations expiration of Lessee Parties under this Lease the time periods specified in Section 9.1. Promptly after written notice of a claim has been provided as set forth above, the Indemnified Party shall supply the Indemnifying Party with such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the presence amount of Lessee Parties the Loss that it asserts it has sustained or incurred, and will permit the Indemnifying Party to inspect such other records and books in the possession of the Indemnified Party and relating to the claim and asserted Loss as the Indemnifying Party shall reasonably request during normal business hours and on prior written request, subject to the Lease Area. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this Lease6.12 hereof.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Walter Investment Management Corp)
General Indemnification. Subject SUBJECT TO SECTION 32, Seller agrees to protect, defend, indemnify and hold Buyer harmless from and against any and all THIRD PARTY claims, liabilities, demands, penalties, forfeitures, suits, judgments and the provisions associated costs and expenses (including reasonable attorney's fees), which Buyer may hereafter incur, become responsible for or pay out as a result of death bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment and any clean up costs in connection therewith, or any violation of governmental law, regulation, or orders, caused, in whole or in part, by (a) Seller's breach of any term or provision of this LeaseAgreement, (b) any negligent or willful acts, errors or omissions by Seller, its employees, officers, agents, representatives or sub-contractors in the performance of Services under this Agreement; or (c) dangerously defective Items. BUYER WILL PROVIDE SELLER WITH PROMPT WRITTEN NOTICE OF THE CLAIM WITH ALL REASONABLE INFORMATION AND ASSISTANCE TO DEFEND OR SETTLE THE CLAIM. BUYER CAN PARTICIPATE IN ITS OWN DEFENSE AT ITS OWN COST. Seller shall not be responsible for ▇▇▇▇▇▇ assumes responsibility for the work done by Lessee, its Affiliates, servants, employees, subcontractors, agents, grantees, invitees, or independent contractors (collectively, “Lessee Parties”) on the Lease Area and specifically shall indemnify, defend, and hold Lessor, its Affiliates, and their respective officers, insurers, agents, contractors, employees, licensees, lessees, EXECUTION COPY invitees, successors, and assigns (individually and collectively, the “Indemnified Parties”) harmless for, from and against any Liability that may be asserted against the Indemnified Parties as a result 's compromise of any action, suit, demand, or proceeding commenced or asserted by any person or entity (including, claim made without limitation, any governmental entity), arising out of or in any manner related to or resulting from Lessee Parties’ operations on the Lease Area, including without limitation (a) any violation of applicable Law, including (without limitation) any Environmental Law, in connection with the Lessee Parties’ operations on the Lease Area; (b) any breach of Lessee Parties’ representations, warranties, or obligations under this Lease; (c) any acts, omissions, activities, or operations hereunder of Lessee Parties; and/or (d) any mining, drilling, and smelting activities by the Lessee Parties on the Lease Area and any products, waste, and byproducts arising therefrom; unless and to the extent such Liability is caused by the negligence or intentional misconduct of the Indemnified Parties. This includes without limitation any claims for: injury to or death of persons; damage to property; nuisance; mechanics’ and materialmen’s liens; workers’ compensation and unemployment taxes; fires; timber trespass; fines and penalties; present release or disposal of hazardous substances, environmental protection and/or natural resource damages, clean ups, surface and subsurface restoration, reclamation, corrective action and claims arising from Lessee Parties’ activities hereunder. Lessee shall, at ▇▇▇▇▇▇’s own cost 's consent 20. INDEPENDENT CONTRACTOR In performing Services under this Agreement, Seller shall be deemed an independent contractor. Its personnel and expenseother representatives shall not be deemed agents or employees of Buyer. As an independent contractor, defend (with counsel acceptable Seller will be solely responsible for determining the means and methods for performing the required Services. Seller shall have complete charge and responsibility for personnel employed by Seller. EACH PARTY reserves the right to Lessor in its sole and absolute discretion) against any and all actions, suits or other legal proceedings that may be brought or instituted against any of the Indemnified Parties or Lease Area on any such Liability and shall pay or satisfy any judgment or decree that may be rendered against any of the Indemnified Parties or Lease Area in any such action, suit or legal proceeding which may result therefrom. Without limiting the generality of the foregoing, instruct Seller to remove from ▇▇▇▇▇▇ assumes liability for actions brought by 's premises immediately any of the Lessee PartiesSeller's personnel who are in breach of Section 16 or 21 of this Agreement. Lessee’s indemnity obligation hereunder Such removal shall not be limited by any workers’ compensation, benefits or disability laws and Lessee waives any immunity that Lessee may have under any applicable industrial insurance law or act or similar workers’ compensation, benefits or disability laws. ▇▇▇▇▇▇ releases and waives all claims against the Indemnified Parties with respect affect Seller's obligation to any claim or injury arising from the operations of Lessee Parties provide Services under this Lease and the presence of Lessee Parties on the Lease AreaAgreement. The foregoing waivers were negotiated mutually by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. The provisions of this Section 10.6 shall survive termination or expiration of this LeaseCHANGE 21.
Appears in 1 contract
Sources: Purchase Agreement