Indemnification by Parties. Each party shall indemnify the other party and hold the other party harmless from and against any and all claims, demands, liabilities, liens, costs, expenses, penalties, damages, and losses, including, without limitation, reasonable attorneys’ fees and costs, suffered as a direct or indirect result of:
Indemnification by Parties. Parties further agree to pay on demand, and to indemnify and hold Escrow Agent harmless from and against, all costs, damages, judgments, attorneys fees, expenses, obligations and liabilities of any kind or nature which, in good faith, Escrow Agent may incur or sustain in connection with or arising out of the Escrow, and Escrow Agent is hereby given a lien upon all the rights, titles and interests of the Parties in the Escrow Funds, to protect Escrow Agent's rights and to indemnify and reimburse Escrow Agent under this Escrow Agreement.
Indemnification by Parties. (a) Seller shall indemnify and hold harmless Purchaser and its affiliates, officers, directors, employees, agents and other representatives (collectively, the “Purchaser Indemnified Parties”) from and against any and all loss, liability, claim, damage and expense (including reasonable costs of investigation and defense and reasonable attorneys’ fees), whether or not involving a third-party claim (but specifically excluding incidental or consequential damages) (collectively, “Damages”) arising from or in connection with:
Indemnification by Parties. To the fullest extent permitted by law, SOUTH BEND agrees to indemnify, defend and hold PACIFIC COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) arising in connection with performance of this AGREEMENT, which are caused in whole or in part by any action or omission, negligent or otherwise, of SOUTH BEND, its employees, agents or volunteers or SOUTH BEND's subcontractors and their employees, agents or volunteers. To the fullest extent permitted by law, PACIFIC COUNTY agrees to indemnify, defend and hold SOUTH BEND and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) arising in connection with performance of this AGREEMENT which are caused in whole or in part by any action or omission, negligent or otherwise, of PACIFIC COUNTY, its employees, agents or volunteers or PACIFIC COUNTY' s subcontractors and their employees, agents or volunteers. This indemnification obligation of one party shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the other party. This indemnification obligation of the parties shall not be limited in any way by the Washington State Industrial Insurance Action RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and the PARTIES hereby expressly waive any immunity afforded by such acts, as respects the other party only. The foregoing indemnification obligations of the PARTIES are a material inducement to join in this AGREEMENT and have been mutually negotiated by the parties.
Indemnification by Parties. 16 15.2 Maintenance .....................................16 15.3
Indemnification by Parties. Client and CultureIQ (each, in such capacity, the “Indemnifying Party”) agree to indemnify, defend, and hold harmless the other party, and its respective Affiliates, directors and employees, (each, an “Indemnified Party”), from and against any and all damage, liability, and expense, including reasonable legal fees and expenses (“Losses”), awarded or paid in settlement of any claim, demand, action or proceeding by any third party brought against such Indemnified Party (“Claim”), in each case to the extent directly and proximately arising from or by reason of any actual or alleged infringement of any Intellectual Property Rights arising out of any materials supplied to the Indemnified Party by the Indemnifying Party.
Indemnification by Parties. Each Party (as such, an “Indemnifying Party”) agrees to indemnify, defend, and hold each other Party and their respective members, stockholders, officers, directors, managers, agents, successors and assigns (such indemnified persons are collectively hereinafter referred to as the “Indemnified Persons”) harmless from and against any and all loss, liability, damage, or deficiency (including interest, penalties, judgments, costs of preparation and investigation, and attorneys’ fees) (collectively “Losses”) that any of the Indemnified Parties may suffer, sustain, incur, or become subject to (A) arising out of or due to: (i) any breach or violation of or default under any covenant, undertaking, agreement, or other obligation of such Party under this Agreement or any of the other Transaction Documents, or (ii) any breach or material inaccuracy of any representation of such Party hereunder or thereunder; and (B) in the absence of any such breach, violation, default or misrepresentation on the part of such Indemnified Person.
Indemnification by Parties. Each Indemnitor shall indemnify, defend and hold harmless all other Indemnitees (except to the extent the same is the obligation of another party under this Declaration) against any loss, cost, damage, liability, claims, costs and expenses, including without limitation, reasonable attorneys' fees (collectively, "Claims") arising out of or connected with any accident, occurrence, injury, loss or damage whatsoever caused to any Person or to the property of any Persons as shall occur in or on the Indemnitor's Parcel(s) during the period from the date this Declaration is Recorded to and including the termination of the term of this Declaration, as set forth in Article 11 hereof, to the extent such Claims arise from the acts or omissions of the Indemnitor, or the Indemnitor's employees, agents or contractors, unless caused in whole or in part by Indemnitee. Indemnitee shall give Indemnitor notice of any suit or proceedings entitling Indemnitee to indemnification pursuant to this Section 3.2 and this Declaration, and Indemnitor shall have the right and obligation to defend Indemnitee in said suit or proceeding with counsel reasonably satisfactory to Indemnitee. EXHIBIT P - Page - 10- TISHMAN WARNER CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth]
Indemnification by Parties. The parties shall indemnify each other from and against all losses, costs, damages, expenses and liabilities, including legal fees (the “Claims”), which may be suffered or incurred by them arising out of, as a result of or relating in any manner whatsoever to any misrepresentation or breach of representation or warranty or covenant made by the other in this Agreement, which indemnification shall continue in full force and effect for the benefit of the indemnified party for the periods set forth in Section 4.3 and shall be limited to the amount of the Purchase Price paid to the Vendor by the Purchaser. The foregoing obligation to indemnify shall constitute the exclusive remedy of either party for any breaches of this Agreement subject to the limitation that the indemnifying party shall not be required to pay any such amount until the aggregate of such Claims exceeds Fifty Thousand Canadian Dollars (CDN$50,000) and, upon the aggregate of such Claims exceeding Fifty Thousand Canadian Dollars (CDN$50,000), the indemnifying party shall be required to pay the amount owing in respect of all such claims, including the Fifty Thousand Canadian Dollars (CDN$50,000).
Indemnification by Parties. Parties further agree to pay on demand, and to indemnify and hold Escrow Agent harmless from and against, all costs, damages, judgments, attorneys fees, expenses, obligations and liabilities of any kind or nature (collectively, “Losses”) which, in good faith, Escrow Agent may incur or sustain in connection with or arising out of the Escrow, and Escrow Agent is hereby given a lien upon all the rights, titles and interests of the Parties in the Escrow Funds, to protect Escrow Agent's rights and to indemnify and reimburse Escrow Agent under this Escrow Agreement. The parties agree that neither the payment by Buyer or Seller of any claim by Escrow Agent for indemnification hereunder, nor the disbursement of any amounts to Escrow Agent from the Escrow Funds in respect of a claim by Escrow Agent for indemnification shall impair, limit, modify, or affect, as between Buyer and Seller, the respective rights and obligations of Buyer, on the one hand, and Seller, on the other hand, under the Asset Purchase Agreement. The Parties further agree that as between the Buyer and the Seller, each shall be responsible for the payment of fifty (50%) percent of the amount of indemnification sought by the Escrow Agent.
