Common use of Indemnification by LLC Clause in Contracts

Indemnification by LLC. (a) LLC shall indemnify and hold APS harmless from and against any and all Liabilities arising out of or resulting from (i) any breach by LLC of this Agreement; (ii) the acts or omissions of LLC after the Closing; (iii) the failure by LLC to pay or otherwise discharge any Assumed Liabilities or any obligation incurred or accrued subsequent to the Closing relating to the Facility or the Purchased Assets; (iv) any inaccuracy or misrepresentation in or breach of any of the representations, warranties, covenants or agreements made by LLC herein; or (v) any inaccuracy or misrepresentation in any certificate or document delivered by LLC in accordance with the provisions of this Agreement. For purposes of this Section 9.2(a), the indemnification by LLC provided herein shall be in force and effect for a period of two (2) years from the Closing Date, or until expiration of the statute of limitations applicable to the specific matter indemnified against, whichever is greater. The obligation of LLC to indemnify APS shall be limited to the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00). (b) Upon obtaining knowledge thereof, APS shall promptly notify LLC of any claim or demand which such party has determined has given or could give rise to a right of indemnification under this Agreement. If such claim or demand relates to a claim or demand asserted by a third party against such party and if LLC acknowledges LLC's obligations to indemnify and hold harmless hereunder, LLC shall have the right to employ such counsel as is reasonably acceptable to APS to defend any such claim or demand asserted against such party. APS shall have the right at its own expense to participate in the defense of any such claim or demand. So long as LLC is defending in good faith any such claim or demand, APS shall not settle such claim or demand, without the consent of LLC, which shall not be unreasonably withheld. APS shall make available to LLC all records and other materials required by LLC for its use in contesting any claim or demand asserted by a third party against APS. Whether or not LLC so elects to defend any such claim or demand, APS shall not have any obligation to do so and APS shall not waive any right that APS may have against LLC hereunder with respect to any such claim or demand by electing or failing to elect to defend any such claim or demand.

Indemnification by LLC. (a) LLC shall indemnify and hold APS harmless from and against any and all Liabilities arising out of or resulting from (i) any breach by LLC of this Agreement; (ii) the acts or omissions of LLC after the Closing; (iii) the failure by LLC to pay or otherwise discharge any Assumed Liabilities or any obligation incurred or accrued subsequent to the Closing relating to the Facility or the Purchased Assets; (iv) any inaccuracy or misrepresentation in or breach of any of the representations, warranties, covenants or agreements made by LLC herein; or (v) any inaccuracy or misrepresentation in any certificate or document delivered by LLC in accordance with the provisions of this Agreement. For purposes of this Section 9.2(a), the indemnification by LLC provided herein shall be in force and effect for a period of two (2) years from the Closing Date, or until expiration of the statute of limitations applicable to the specific matter indemnified against, whichever is greater. The obligation of LLC to indemnify APS shall be limited to the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00). (b) Upon obtaining knowledge thereof, APS shall promptly notify LLC of any claim or demand which such party has determined has given or could give rise to a right of indemnification under this Agreement. If such claim or demand relates to a claim or demand asserted by a third party against such party and if LLC acknowledges LLC's obligations to indemnify and hold harmless hereunder, LLC shall have the right to employ such counsel as is reasonably acceptable to APS to defend any such claim or demand asserted against such party. APS shall have the right at its own expense to participate in the defense of any such claim or demand. So long as LLC is defending in good faith any such claim or demand, APS shall not settle such claim or demand, without the consent of LLC, which shall not be unreasonably withheld. APS shall make available to LLC all records and other materials required by LLC for its use in contesting any claim or demand asserted by a third party against APS. Whether or not LLC so elects to defend any such claim or demand, APS shall not have any obligation to do so and APS shall not waive any right that APS may have against LLC hereunder with respect to any such claim or demand by electing or failing to elect to defend any such claim or demand.by