Common use of Indemnification Based on Agreement Clause in Contracts

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 hereof, Grappo shall indemnify and hold harmless OSI, Outback and NSC, and OSI, Outback and NSC, jointly and severally, shall indemnify and hold harmless Grappo, against any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo shall indemnify OSI, Outback and NSC, as provided in the first paragraph of this Section 11.2, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership (other than the debts specified in Item 11.2 of the Disclosure Schedule to the extent assumed by OSF), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo shall McMaxxx xxxll indemnify and hold harmless OSI, Outback and NSCMcMAXXX XXXTAURANT GROUP, INC., and OSI, Outback and NSCMcMAXXX XXXTAURANT GROUP, INC., jointly and severally, shall indemnify and hold harmless GrappoMcMaxxx, against xxainst any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo shall McMaxxx xxxll indemnify OSI, Outback and NSCMcMAXXX XXXTAURANT GROUP, INC., as provided in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC McMAXXX XXXTAURANT GROUP, INC. for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership McMAXXX XXXTAURANT GROUP, INC. (other than the debts specified in Item 11.2 6.2 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC McMAXXX XXXTAURANT GROUP, INC. which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo KADOW shall indemnify and hold harmless OSI, Outback Carrabba's and NSCJVP CORP, and xxx OSI, Outback Carrabba's and NSCJVP CORP, jointly and severally, shall indemnify and hold harmless GrappoKADOW, against any losses, claims, damages or liabilities to which such indemnified suxx xxdemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo KADOW shall indemnify OSI, Outback Carrabba's and NSCJVP CORP, as provided in the first thx xxxst paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC JVP CORP for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership JVP CORP (other than the debts specified in Item 11.2 6.2 of the Disclosure Schedule to the extent assumed by OSFCarrabba's), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC JVP CORP which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback Carrabba's as specified in Item 11.2 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo shall ROWEXX xxxll indemnify and hold harmless OSI, Outback and NSCROWEXX, XXC., and OSI, Outback and NSCROWEXX, XXC., jointly and severally, shall indemnify and hold harmless GrappoROWEXX, against xxainst any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo shall ROWEXX xxxll indemnify OSI, Outback and NSCROWEXX, XXC., as provided in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC ROWEXX, XXC. for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership ROWEXX, XXC. (other than the debts specified in Item 11.2 6.2 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC ROWEXX, XXC. which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo shall Coblx xxxll indemnify and hold harmless OSI, Outback and NSCCOBLX, XXC., and OSI, Outback and NSCCOBLX, XXC., jointly and severally, shall indemnify and hold harmless GrappoCoblx, against xxainst any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo shall Coblx xxxll indemnify OSI, Outback and NSCCOBLX, XXC., as provided in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC COBLX, XXC. for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership COBLX, XXC. (other than the debts specified in Item 11.2 6.2 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC COBLX, XXC. which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo shall HADLXX xxxll indemnify and hold harmless OSI, Outback and NSCHADLXX, XXC., and OSI, Outback and NSCHADLXX, XXC., jointly and severally, shall indemnify and hold harmless GrappoHADLXX, against xxainst any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo shall HADLXX xxxll indemnify OSI, Outback and NSCHADLXX, XXC., as provided in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC HADLXX, XXC. for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership HADLXX, XXC. (other than the debts specified in Item 11.2 6.2 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC HADLXX, XXC. which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo shall Aarox xxxll indemnify and hold harmless OSI, Outback and NSCARG, and OSI, Outback and NSCARG, jointly and severally, shall indemnify and hold harmless GrappoAarox, against xxainst any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo shall Aarox xxxll indemnify OSI, Outback and NSCARG, as provided in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC ARG for any period prior to and including the Effective Date December 31, 1997 and (ii) any debt of NSC or the Partnership ARG (other than the debts specified in Item 11.2 6.2 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC ARG which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo OVERHOLT shall indemnify and hold harmless OSI, Outback and NSCJVP CORP, and OSIxxx XXX, Outback and NSCJVP CORP, jointly and severally, shall indemnify and hold harmless GrappoOVERHOLT, against any losses, claims, damages or liabilities to which such indemnified xxxx xxdemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo OVERHOLT shall indemnify OSI, Outback and NSCJVP CORP, as provided in the first thx xxxxx paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC JVP CORP for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership JVP CORP (other than the debts specified in Item 11.2 6.2 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC JVP CORP which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo LITTLE shall indemnify and hold harmless OSI, Outback and NSCJVP CORP, and OSI, Outback and NSCJVP CORP, jointly and severally, shall indemnify and hold harmless GrappoLITTLE, against any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo LITTLE shall indemnify OSI, Outback and NSCJVP CORP, as provided in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC JVP CORP for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership JVP CORP (other than the debts specified in Item 11.2 6.2 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC JVP CORP which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 hereofprovisions of SECTION 13.4, Grappo shall indemnify and hold harmless OSI, Outback and NSC, and OSI, Outback and NSCthe Shareholders, jointly and severally, shall indemnify and hold harmless GrappoOSI, Outback and the Entities, and OSI, Outback and the Entities, jointly and severally, shall indemnify and hold harmless the Shareholders, against any losses, claims, damages damages, liabilities or liabilities expenses to which such indemnified party may become subject, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other (and in the case of the Shareholders' indemnification obligations a breach by any Entity) of any representation, warranty or covenant contained herein or in any agreement or certificate executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or actionaction (collectively "Damages"). In addition to the above, Grappo the Shareholders, jointly and severally, shall indemnify OSI, Outback and NSCthe Entities, as provided in the first paragraph of this Section 11.2SECTION 12.2, against any Damages arising out of any tax liability of any of the Entities for any period prior to the Effective Date except only the tax liabilities specified on the Current Financial Statements and the Corporate Excise Taxes. The Shareholders shall have no obligation under SECTION 12.2 to indemnify OSI, Outback or the Entities for any liability, loss, claim or damage arising out of or based upon events first occurring on or after the Effective Date. OSI and Outback shall indemnify the Shareholders against any loss, claim, damage or liability arising out of (i) any tax liability of NSC for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership (other than the debts specified in Item 11.2 of the Disclosure Schedule to the extent assumed by OSF), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC which arise out of or are based upon events first occurring on after the Effective Date. Notwithstanding any contrary provision hereof (A) OSI, Outback and the Entities shall not be entitled to indemnification by the Shareholders under this SECTION 12.2 for Damages until the cumulative, aggregate amount of Damages incurred exceeds Fifty Thousand Dollars ($50,000); provided, however, this provision shall not apply to (i) Corporate Excise Taxes in excess of $400,000, or before (ii) legal and accounting fees liability in excess of $300,000, and (B) the cumulative, aggregate liability of the Shareholders for their indemnification obligations under this SECTION 12.2 (other than for tax liabilities of the Entities for periods prior to the Effective Date, except only but not the Corporate Excise Taxes) shall be limited to Twelve Million Dollars ($12,000,000). Once the Shareholders have expended (on a cumulative, aggregate basis), Twelve Million Dollars ($12,000,000) in satisfaction of their indemnification obligations under this SECTION 12.2 (other than for tax liabilities assumed by Outback as specified in Item 11.2 of the Disclosure ScheduleEntities for periods prior to the Effective Date, but not the Corporate Excise Taxes), the Shareholders shall be released from any further indemnification obligations and any liability for Damages incurred by OSI, Outback or the Entities under SECTION 12.2.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo SUMISLAWSKI shall indemnify and hold harmless OSI, Outback and NSCJVP CORP, and OSI, Outback and NSCJVP CORP, jointly and severally, shall indemnify and hold harmless GrappoSUMISLAWSKI, against any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo SUMISLAWSKI shall indemnify OSI, Outback and NSCJVP CORP, as provided in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC JVP CORP for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership (other than the debts specified in Item 11.2 of the Disclosure Schedule to the extent assumed by OSF)JVP CORP, and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC JVP CORP which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo shall Ericxxxx xxxll indemnify and hold harmless OSI, Outback and NSCSonglines, and OSI, Outback and NSCSonglines, jointly and severally, shall indemnify and hold harmless GrappoEricxxxx, against xxainst any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo shall Ericxxxx xxxll indemnify OSI, Outback and NSCSonglines, as provided in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC Songlines for any period prior to and including the Effective Date October 1, 1997 and (ii) any debt of NSC or the Partnership Songlines (other than the debts specified in Item 11.2 11.1 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC Songlines which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 11.1 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo shall Flanxxxx xxxll indemnify and hold harmless OSI, Outback and NSCFAI, and OSI, Outback and NSCFAI, jointly and severally, shall indemnify and hold harmless GrappoFlanxxxx, against xxainst any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo shall Flanxxxx xxxll indemnify OSI, Outback and NSCFAI, as provided in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC FAI for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership FAI (other than the debts specified in Item 11.2 6.2 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC FAI which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo COFIELD shall indemnify and hold harmless OSI, Outback and NSCEMPIRE ASSXXXXXXX, INC., and OSI, Outback and NSCEMPIRE ASSOCIATES, INC., jointly and severally, shall indemnify and hold harmless GrappoCOFIELD, against any losses, claims, damages or liabilities to which such indemnified xxxx xxdemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo COFIELD shall indemnify OSI, Outback and NSCEMPIRE ASSOCIATES, INC., as provided xxxxxxxd in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC EMPIRE ASSOCIATES, INC. for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership EMPIRE ASSOCIATES, INC. (other than the debts specified in Item 11.2 6.2 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC EMPIRE ASSOCIATES, INC. which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 6.2 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo shall Novexxx xxxll indemnify and hold harmless OSI, Outback and NSCNAI, and OSI, Outback and NSCNAI, jointly and severally, shall indemnify and hold harmless GrappoNovexxx, against xxainst any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo shall Novexxx xxxll indemnify OSI, Outback and NSCNAI, as provided in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC NAI for any period prior to and including the Effective Date October 1, 1997 and (ii) any debt of NSC or the Partnership NAI (other than the debts specified in Item 11.2 11.1 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC NAI which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 11.1 of the Disclosure Schedule.

Indemnification Based on Agreement. Subject to the limitations contained in Section 11.3 and Section 11.6 SECTION 11.2 hereof, Grappo GRAPPO shall indemnify and hold harmless OSI, Outback and NSCJVP CORP, and OSI, Outback and NSCJVP CORP, jointly and severally, shall indemnify and hold harmless GrappoGRAPPO, against any losses, claims, damages or liabilities to which such indemnified party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any facts or circumstances that would constitute a breach by the other of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto and will reimburse any legal or other expenses reasonably incurred by any indemnified party in connection with investigating or defending any such loss, claim, damage, liability or action. In addition to the above, Grappo GRAPPO shall indemnify OSI, Outback and NSCJVP CORP, as provided in the first paragraph of this Section 11.2SECTION 11.1, against any loss, claim, damage or liability arising out of (i) any tax liability of NSC JVP CORP for any period prior to and including the Effective Date and (ii) any debt of NSC or the Partnership JVP CORP (other than the debts specified in Item 11.2 6.2 of the Disclosure Schedule to the extent assumed by OSFOutback), and (iii) all claims, obligations, causes of action and liabilities, of whatever kind or character, of any of NSC JVP CORP which arise out of or are based upon events first occurring on or before the Effective Date, except only the liabilities assumed by Outback as specified in Item 11.2 6.2 of the Disclosure Schedule.