Common use of Indemnification and Reimbursement Clause in Contracts

Indemnification and Reimbursement. 12.1 d'Avennes hereby agrees to protect, defend and indemnify TTGL and hold it harmless against and in respect of (i) all liabilities and obligations to be paid, performed or discharged by Prisse- or d'Avennes pursuant to the provisions of this Agreement; (ii) all liability, loss, damage or deficiency resulting from any misrepresentation, breach of warranty, covenant or agreement made by d'Avennes in this Agreement or any certificate or other instrument furnished or to be furnished to TTGL under or in connection with this Agreement (except for any immaterial inconsistencies or incompleteness in or of the schedules); and (iii) all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the foregoing provisions of this Section 12.1, including without limitation any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against TTGL in respect of which TTGL proposes to demand indemnification, d'Avennes shall be notified to that effect with reasonable promptness after such assertion and it shall have the right to assume entire control of the defense, compromise or settlement of any such claim through its own attorney and at its own expense, and in connection therewith TTGL shall cooperate fully to make available to d'Avennes all pertinent information under its control relating thereto. 12.2 TTGL agrees to protect, defend and indemnify d'Avennes and hold it harmless against and in respect of (i) all liabilities and obligations of TTGL to be paid, performed or discharged by TTGL pursuant to the provisions of this Agreement; (ii) all liability, loss, damage or deficiency resulting from any misrepresentation, breach of warranty, covenant or agreement by TTGL made in this Agreement or in any certificate or other instrument furnished or to be furnished by it under or in connection with this Agreement; and (iii) all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the foregoing provisions of this Section 12.2, including, without limitation, any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against d'Avennes in respect of which d'Avennes proposes to demand indemnification, TTGL shall be notified to that effect with reasonable promptness after such assertion, and TTGL shall have the right to assume entire control of the defense, compromise or settlement of any such claim through its own attorney and at its own expense, and in connection therewith, d'Avennes shall cooperate fully to make available to TTGL all pertinent information under its control relating thereto. 12.3 Notwithstanding the foregoing, the obligations

Indemnification and Reimbursement. 12.1 d'Avennes hereby agrees to protect(a) Seller and Xxxxx, jointly and severally, shall indemnify, defend and indemnify TTGL hold harmless Purchaser from and hold it harmless against against, and in respect shall reimburse Purchaser for, any Damages (as hereinafter defined) which may be sustained, suffered or incurred by Purchaser, whether as a result of (i) all liabilities third-party claims or otherwise, and obligations to be paid, performed or discharged by Prisse- or d'Avennes pursuant to the provisions of this Agreement; (ii) all liability, loss, damage or deficiency resulting which arise from any misrepresentation, breach of warranty, covenant or agreement made by d'Avennes in this Agreement or any certificate or other instrument furnished or to be furnished to TTGL under or in connection with or are attributable to (i) the breach of any of representations, warranties or covenants of Seller contained in this Agreement Agreement, (except for any immaterial inconsistencies or incompleteness in or ii) the ownership and operation of the schedules); and Acquired Assets before the Transfer Date, (iii) any Excluded Liability, (iv) Taxes for which Purchaser or any Affiliate of Purchaser may become liable with respect to income earned but not received by Purchaser or any Affiliate of Purchaser with respect to the Factored Receivables or (v) all actionsReceivables as set forth in the Receivables Transfer Report, suitsnet of reserves and allowances as set forth in the Interim Balance Sheet, proceedingsare not collected within 45 days after their due date or within 45 days after the Closing Date, claims, demands, assessments, judgments, costs and expenses incident whichever is later. This indemnity shall survive the Closing for a period of eighteen months after the Closing Date except that with respect to any claims arising as a result of a breach or alleged breach of the foregoing provisions of this representations and warranties in Section 12.13.15, including it shall survive without limitation any legal as to time and that with respect to claims arising as a result of a breach or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against TTGL in respect of which TTGL proposes to demand indemnification, d'Avennes shall be notified to that effect with reasonable promptness after such assertion and it shall have the right to assume entire control alleged breach of the defense, compromise representations and warranties in Section 3.19 or settlement of any such claim through its own attorney and at its own expense, and in connection therewith TTGL shall cooperate fully to make available to d'Avennes all pertinent information under its control relating thereto. 12.2 TTGL agrees to protect, defend and indemnify d'Avennes and hold it harmless against and in respect of (i) all liabilities and obligations of TTGL to be paid, performed or discharged by TTGL pursuant to the provisions preceding clause (iv), it shall survive until three months after the expiration of this Agreement; (ii) all liability, loss, damage or deficiency resulting from any misrepresentation, breach the statute of warranty, covenant or agreement by TTGL made limitations with respect to each Tax at issue. Any claim for indemnity asserted within the relevant period shall survive until resolved. The indemnity provided in this Agreement or Section 7.1(a) shall be the sole and exclusive remedy of Purchaser and Parent against Seller and Xxxxx except in the case of fraud. It being understood that any certificate or other instrument furnished or adjustments to the Purchase Price pursuant to Section 2.3(c) shall not be furnished limited by it under or in connection with this Agreement; and (iii) all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the foregoing provisions of this Section 12.2, including, without limitation, any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against d'Avennes in respect of which d'Avennes proposes to demand indemnification, TTGL shall be notified to that effect with reasonable promptness after such assertion, and TTGL shall have the right to assume entire control of the defense, compromise or settlement of any such claim through its own attorney and at its own expense, and in connection therewith, d'Avennes shall cooperate fully to make available to TTGL all pertinent information under its control relating thereto. 12.3 Notwithstanding the foregoing, the obligations7.1(a).

Indemnification and Reimbursement. 12.1 d'Avennes hereby agrees (1) APAA's and the Liquidating Trust's Indemnification. APAA and the Liquidating Trust agree to protectindemnify FIG, defend Newco and indemnify TTGL APAC and to hold it FIG, Newco and APAC harmless from and against all losses, claims, damages, liabilities, penalties, judgments, awards, or other costs or expenses of any nature (including reasonable attorneys' fees and in respect costs) (collectively, "Losses") incurred or sustained by FIG, Newco or APAC resulting from or arising out of (i) all liabilities and obligations any material breach or material inaccuracy of any representation or warranty to be paid, performed or discharged that is not qualified by Prisse- or d'Avennes pursuant to the provisions of this Agreement; (ii) all liability, loss, damage or deficiency resulting from any misrepresentation, breach of warranty, covenant or agreement a materiality standard made by d'Avennes in this Agreement or any certificate or other instrument furnished or to be furnished to TTGL under or in connection with this Agreement (except for any immaterial inconsistencies or incompleteness in or member of the schedules); and (iii) all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the foregoing provisions of this Section 12.1, including without limitation any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against TTGL in respect of which TTGL proposes to demand indemnification, d'Avennes shall be notified to that effect with reasonable promptness after such assertion and it shall have the right to assume entire control of the defense, compromise or settlement of any such claim through its own attorney and at its own expense, and in connection therewith TTGL shall cooperate fully to make available to d'Avennes all pertinent information under its control relating thereto. 12.2 TTGL agrees to protect, defend and indemnify d'Avennes and hold it harmless against and in respect of (i) all liabilities and obligations of TTGL to be paid, performed or discharged by TTGL pursuant to the provisions of this Agreement; (ii) all liability, loss, damage or deficiency resulting from any misrepresentation, breach of warranty, covenant or agreement by TTGL made APAA Group contained in this Agreement or in any schedule, certificate, or exhibit delivered by the APAA Group pursuant to this Agreement, (ii) any breach or inaccuracy of any representation or warranty that is qualified by a materiality standard made by any member of the APAA Group contained in this Agreement or in any schedule, certificate or other instrument furnished exhibit delivered by the APAA Group pursuant to this Agreement or to be furnished by it under or in connection with this Agreement; and (iii) all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident any failure by any member of the APAA Group to perform or otherwise fulfill in any material respect any of their agreements, covenants or obligations hereunder or any material breach by the foregoing APAA Group of any of their agreements, covenants or obligations hereunder. Notwithstanding any conflicting or inconsistent provisions of in this Section 12.2Agreement, including, without limitation, any legal or other expenses reasonably incurred in investigating, defending, or preparing APAA and the Liquidating Trust shall not be obligated to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against d'Avennes in respect of which d'Avennes proposes to demand provide indemnification, TTGL and shall not otherwise be notified liable in damages, until aggregate Losses for which indemnity or damages would otherwise be available hereunder exceed $153,000, at which time APAA and the Liquidating Trust shall then be obligated to that effect with reasonable promptness after such assertion, and TTGL shall have provide indemnification for all Losses from the right to assume entire control of the defense, compromise or settlement of any such claim through its own attorney and at its own expense, and in connection therewith, d'Avennes shall cooperate fully to make available to TTGL all pertinent information under its control relating thereto. 12.3 Notwithstanding the foregoing, the obligationsfirst dollar thereof.

Indemnification and Reimbursement. 12.1 d'Avennes hereby agrees The Agent shall not be required to protect, take any action hereunder or to prosecute or defend and indemnify TTGL and hold it harmless against and any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and expense. If any indemnity furnished to the Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Banks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Notes then held by each of them (or if no Notes are at the time outstanding, ratably according to either (i) all liabilities and obligations to be paidthe respective amounts of their Commitments, performed or discharged by Prisse- or d'Avennes pursuant to the provisions of this Agreement; if no Commitments are outstanding, (ii) the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against any and all liabilityliabilities, lossobligations, damage losses, damages, penalties, actions, judgments, suits, costs, expenses or deficiency resulting from disbursements of any misrepresentationkind or nature whatsoever which may be imposed on, breach incurred by, or asserted against the Agent in any way relating to or arising out of warranty, covenant or agreement made by d'Avennes in this Credit Agreement or any certificate action taken or other instrument furnished or to be furnished to TTGL omitted by the Agent under or in connection with this Agreement (except for any immaterial inconsistencies or incompleteness in or of the schedules); and (iii) all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the foregoing provisions of this Section 12.1, including without limitation any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against TTGL in respect of which TTGL proposes to demand indemnification, d'Avennes shall be notified to that effect with reasonable promptness after such assertion and it shall have the right to assume entire control of the defense, compromise or settlement of any such claim through its own attorney and at its own expense, and in connection therewith TTGL shall cooperate fully to make available to d'Avennes all pertinent information under its control relating thereto. 12.2 TTGL agrees to protect, defend and indemnify d'Avennes and hold it harmless against and in respect of (i) all liabilities and obligations of TTGL to be paid, performed or discharged by TTGL pursuant to the provisions of this Agreement; (ii) all liability, loss, damage or deficiency resulting from any misrepresentation, breach of warranty, covenant or agreement by TTGL made in this Credit Agreement or in any certificate or the other instrument furnished or to be furnished by it under or in connection with this Agreement; and Loan Documents (iii) all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the foregoing provisions of this Section 12.2, including, without limitation, any legal action taken or other omitted under Article II of this Credit Agreement); provided, that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses reasonably or disbursements resulting from the Agent's gross negligence or willful misconduct. Each Bank agrees, however, that it expressly intends, under this Section 9.5, to indemnify the Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements arising out of or resulting from the Agent's ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in investigatingconnection with the preparation, defendingexecution, administration, or preparing to defend any such actionenforcement of, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against d'Avennes legal advice in respect of which d'Avennes proposes rights or responsibilities under, this Credit Agreement and the other Loan Documents to demand indemnification, TTGL the extent that the Agent is not reimbursed for such expenses by the Borrower. The provisions of this Section 9.5 shall be notified to that effect with reasonable promptness after such assertion, and TTGL shall have survive the right to assume entire control termination of Credit Agreement and?or the payment or assignment of any of the defense, compromise or settlement of any such claim through its own attorney and at its own expense, and in connection therewith, d'Avennes shall cooperate fully to make available to TTGL all pertinent information under its control relating thereto. 12.3 Notwithstanding the foregoing, the obligationsObligations.

Indemnification and Reimbursement. 12.1 d'Avennes hereby agrees to protectThe Parties shall jointly and severally indemnify, defend and indemnify TTGL hold harmless Escrow Agent from and hold it harmless against any and in respect of (i) all losses, damages, liabilities and obligations to be paid, performed reasonable and documented out-of-pocket costs or discharged by Prisse- or d'Avennes pursuant to the provisions of this Agreement; expenses (ii) all liability, loss, damage or deficiency resulting from any misrepresentation, breach of warranty, covenant or agreement made by d'Avennes in this Agreement or any certificate or other instrument furnished or to be furnished to TTGL under or in connection with this Agreement (except for any immaterial inconsistencies or incompleteness in or of the schedules); and (iii) all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the foregoing provisions of this Section 12.1, including without limitation any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against TTGL in respect of which TTGL proposes to demand indemnification, d'Avennes shall be notified to that effect with reasonable promptness after such assertion and it shall have the right to assume entire control of the defense, compromise or settlement of any such claim through its own attorney and at its own expense, and in connection therewith TTGL shall cooperate fully to make available to d'Avennes all pertinent information under its control relating thereto. 12.2 TTGL agrees to protect, defend and indemnify d'Avennes and hold it harmless against and in respect of (i) all liabilities and obligations of TTGL to be paid, performed or discharged by TTGL pursuant to the provisions of this Agreement; (ii) all liability, loss, damage or deficiency resulting from any misrepresentation, breach of warranty, covenant or agreement by TTGL made in this Agreement or in any certificate or other instrument furnished or to be furnished by it under or in connection with this Agreement; and (iii) all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the foregoing provisions of this Section 12.2, including, without limitation, the reasonable and documented out-of-pocket fees and reasonable and documented out-of-pocket expenses of one outside counsel) (collectively, “Losses”), arising out of or in connection with (a) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the fraud, gross negligence, or willful misconduct, of the Escrow Agent and (b) Escrow Agent’s following any legal instructions or other expenses reasonably incurred directions from the Parties (including, for the avoidance of doubt, any instructions or other directions set forth in investigatinga Joint Direction or Release Order) received in accordance with this Agreement. It is understood and agreed that the Escrow Agent does not have a contractual right of set off or a contractual security interest under the Agreement; provided, defendinghowever, or preparing to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim that nothing herein shall be asserted against d'Avennes in construed as a waiver of any statutory or common law rights to which the Escrow Agent may otherwise be entitled with respect thereto. Notwithstanding anything to the contrary herein, each of which d'Avennes proposes to demand indemnification, TTGL Parent and the Representative hereby agree between themselves that any obligation for indemnification under this Section 8 shall be notified borne by Parent or the Representative, as determined by a court of competent jurisdiction to that effect with reasonable promptness after be responsible for causing the Losses, fees or expenses against which Escrow Agent is entitled to indemnification or payment or, if no such assertiondetermination is made, and TTGL shall have the right then to assume entire control of the defense, compromise or settlement each pay fifty percent (50%) of any such claim through its own attorney and at its own expenseindemnification claims or payments. The provisions set forth in this Section 8 shall survive the resignation, and in connection therewith, d'Avennes shall cooperate fully to make available to TTGL all pertinent information under its control relating thereto. 12.3 Notwithstanding replacement or removal of Escrow Agent or the foregoing, the obligationstermination of this Agreement.