Indemnification by the Transferor. The Transferor agrees to indemnify and hold each of the Transferee and its Affiliates (other than the Transferor and Theravance Biopharma) and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, a “Transferee Indemnified Party”) harmless from and against, and to pay to each Transferee Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, arising out of (i) any breach of any representation, warranty or certification made by the Transferor in any of the Transaction Documents to which the Transferor is party or certificates given by the Transferor to the Transferee in writing pursuant to this Sale and Contribution Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharma) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. Any amounts due to any Transferee Indemnified Party under this Section 8.1 shall be payable by the Transferor to such Transferee Indemnified ...
Indemnification by the Transferor. Without limiting the foregoing and any other rights that any ARSC Indemnified Party may have hereunder or under applicable law, the Transferor hereby agrees to indemnify the Issuer, each holder of the Notes, the Indenture Trustee and each of the successors, permitted transferees and assigns of the foregoing, and all officers, directors, shareholders, controlling Persons, employees and agents of any of the foregoing (each of the foregoing Persons, an “ARSC Indemnified Party”), from and against any and all damages, losses, claims (whether on account of settlements or otherwise, and whether or not the applicable ARSC Indemnified Party is a party to any action or proceeding that gives rise to any ARSC Indemnified Losses), actions, suits, demands, judgments, liabilities (including penalties), obligations or disbursements of any kind or nature and related costs and expenses (including reasonable attorneys’ fees and disbursements) awarded against or incurred by any of them arising out of or as a result of any of the following (all of the foregoing, collectively, “ARSC Indemnified Losses”):
Indemnification by the Transferor. Subject to the limitations expressly set forth in this ARTICLE 4, the Transferor shall indemnify, defend and hold harmless the Transferee and its Affiliates and each of its and their directors, officers, employees, shareholders, members, partners, agents, successors and assigns (collectively, the Transferee Indemnified Parties) from and against any and all Losses incurred by the Transferee Indemnified Parties to the extent, directly or indirectly, arising or resulting from any Excluded Asset or Excluded Liability.
Indemnification by the Transferor. Subject to the terms of this --------------------------------- Article 11, the Transferor shall indemnify, defend, save and hold harmless InterCept, the Company, and their respective Subsidiaries, predecessors, successors, directors, officers, employees, agents, representatives and assigns (collectively, the "InterCept Indemnified Parties"), from and against any Claims (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by InterCept Indemnified Parties that arise out of or result from any of the following (whether or not a third party initiates the proceeding or claim giving rise to such Indemnifiable Damages):
Indemnification by the Transferor. The Transferor shall indemnify each Affected Person receiving any payment under any Transaction Document for any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts paid or payable under this paragraph) payable or paid by such Affected Person or required to be withheld or deducted from a payment to such Affected Person and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Official Body. The indemnity under this paragraph shall be paid by the Transferor beginning on the Settlement Date following the calendar month during which the Transferor receives a certificate from the related Class Agent of such Affected Person (with a copy to the Administrative Agent) stating the amount of any Indemnified Taxes so paid or payable by such Affected Person and describing in reasonable detail the basis for the indemnification claim. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.
Indemnification by the Transferor. (a) The Transferor shall indemnify and save harmless the Transferee, its Affiliates and their respective directors, managers, officers, members, shareholders, partners, agents, representatives, successors and assigns (“Transferee Indemnified Persons”) from and against all Damages sustained or incurred by any Transferee Indemnified Person as a result of or arising out of:
Indemnification by the Transferor. (a) The Transferor shall indemnify and save harmless the Transferee, [the partners in the Transferee,] [its] [their] respective Affiliates (for the avoidance of doubt, excluding the Transferor and its Affiliates other than the Transferee and its Subsidiaries) and their respective directors, managers, officers, members, shareholders, partners, agents, representatives, successors and assigns (“Transferee Indemnified Persons”) from and against all Damages sustained or incurred by any Transferee Indemnified Person as a result of or arising out of:
Indemnification by the Transferor. (a) Without limiting any other rights which the Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Transferor hereby agrees to indemnify any Indemnified Party from and against any and all costs, expenses, losses, damages, claims, and liabilities, including reasonable attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement excluding, however, any such amounts resulting solely from (x) any gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party as determined in a court of competent jurisdiction by final non-appealable judgment or (y) the uncollectability of any Loan Asset due to the Obligor’s failure to pay any amounts due under the applicable loan agreement in accordance with its terms.
Indemnification by the Transferor. The Transferor shall indemnify, defend and hold Acquiror, its members, directors, officers, affiliates, successors, assigns and agents (collectively, the “Acquiror Indemnified Parties”) harmless from, against and in respect of, any and all claims, losses, damages, liabilities, expenses or costs, including reasonable attorneys’ fees, costs and expenses of investigation, penalties, interest and amounts paid in settlement incurred or to be incurred (“Losses”) by any of Acquiror Indemnified Parties by reason of, arising out of or related to:
Indemnification by the Transferor. Subject to Section 6.3, without any further responsibility or liability of, or recourse to, any of the OLP Parties, the Managing GP shall absolutely and irrevocably be liable and responsible for the Excluded Managing GP Liabilities, SYN shall absolutely and irrevocably be liable and responsible for the Excluded SYN Liabilities and SC shall absolutely and irrevocably be liable and responsible for the Excluded SC Liabilities. Nothing in this Agreement is intended or shall be construed to make the OLP or any of the other OLP Parties liable for any of any of the Excluded Liabilities. Each Transferor shall indemnify, defend, save and hold harmless each of the OLP Parties from and against all claims, liabilities, obligations, losses, expenses, costs and costs of defense (as and when incurred), including fines, charges, penalties, allegations, demands, damages (including actual, punitive or consequential, foreseen or unforeseen, known or unknown), settlements, awards, judgments, court costs and reasonable attorneys' and consultants' fees, in each case of any kind, character or nature whatsoever, to the extent arising out of (a) the Excluded Managing GP -31- 502
