INDEMNIFICATION BY PPG Sample Clauses
INDEMNIFICATION BY PPG. PPG agrees to indemnify, hold harmless and defend GWM and GWM’s directors, officers, employees and agents, and the directors, officers, employees and agents of any GWM parent, subsidiary, or related company (the “GWM Indemnitees”) from and against any and all losses, liabilities, judgments, damages, costs, reasonable fees, and expenses, including reasonable attorneys’ fees (collectively, “Losses”) resulting from any third party claim, demand, action, suit or proceeding (collectively, “Third Party Claim”) arising out of (i) PPG’s manufacture of Product which fails to comply with PPG’s obligations under this Agreement, (ii) the transportation, storage or use of the Product by PPG while the Product is in its control, or (iii) any negligent or wrongful act or omission of PPG or any PPG Indemnitee relating to this Agreement, including without limiting the generality of the foregoing any Losses whatsoever with respect to Third Party Claims of death or injury to person or damage to property, provided that GWM provides PPG with prompt notice of any such Third Party Claim and the exclusive ability to defend (with the reasonable cooperation of GWM) or settle any such Third Party Claim, except to the extent that PPG has a right of indemnification or defense with respect to any such Loss or Third Party Claim pursuant to Section 16.
INDEMNIFICATION BY PPG. PPG agrees to indemnify in full ---------------------- the Company and Apogee and its Affiliates and their respective officers, directors, employees, agents and shareholders (collectively, the "Company/Apogee Indemnified Parties") and hold them harmless against any Losses which Company/Apogee Indemnified Parties may suffer, sustain or become subject to, as a result of, arising in connection with or incident to:
(a) any breach of, or failure to perform, any covenant or agreement of PPG or any of its Affiliates contained in this Agreement or any of the Ancillary Documents;
(b) any attempt (whether or not successful) by any Person to cause or require the Company/Apogee Indemnified Parties to pay any Liability of, or any claim (including, without limitation, Environmental Claims and Environmental Remediation Costs) against, PPG or any PPG Contributing Affiliate or any of their respective predecessors in interest in respect of any PPG Excluded Liabilities; and
(c) Any and all Proceedings, Judgments and Losses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. Any amount paid by PPG to the Company/Apogee Indemnified Parties in respect of its indemnification obligations under this Section 11.4 shall not constitute an asset contributed by PPG to the Company pursuant to the LLC Agreement.