Common use of Indemnification in the Event of Certain Losses Clause in Contracts

Indemnification in the Event of Certain Losses. HFS agrees to indemnify and hold harmless THISCO and THISCO's affiliates and their directors, officers, employees and other stockholders, from and against any losses, claims, liabilities, damages or expenses (including reasonable attorney's fees) occurring on account of HFS's fault and through no fault of THISCO ("THISCO's Losses"). THISCO agrees to indemnify and hold harmless HFS, and HFS's affiliates and their directors, officers, employees and stockholders, from and against any losses, claims, liabilities, damages or expenses (including reasonable attorney's fees) ("HFS's Losses") occurring on account of THISCO's fault and through no fault of HFS. Promptly after receipt by an indemnified party of notice of the commencement of any action or the presentation or other assertion of any claim which could result in any indemnification claim pursuant to this Section 8.1, such indem nified party shall give prompt notice thereof to the indemnifying party and the indemnifying party shall be entitled to participate therein or, to the extent that it shall wish, assume the defense thereof with its own counsel. If the indemnifying party elects to assume the defense of any such action or claim, the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or other expenses, in each case sub sequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and preparation, unless representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The parties agree to cooperate to the fullest extent possible in connection with any claim for which indemnification is or may be sought under this Agreement.

Indemnification in the Event of Certain Losses. HFS HHC agrees to indemnify and hold harmless THISCO and THISCO's Pegasus, its parents, subsidiaries, franchisees, affiliates and their directors, officers, employees and other stockholders, from and against any losses, claims, liabilities, damages or expenses (including reasonable attorney's fees) occurring on account of HFSHHC's fault and through no fault of THISCO Pegasus ("THISCO's Pegasus' Losses"). THISCO Pegasus agrees to indemnify and hold harmless HFSHHC, and HFS's its parents, subsidiaries, franchisees, affiliates and their directors, officers, employees and stockholders, from and against any losses, claims, liabilities, damages or expenses (including reasonable attorney's fees) ("HFS" HHC's Losses") occurring on account of THISCO's Pegasus' fault and through no fault of HFSHHC. Promptly after receipt by an indemnified party of notice of the commencement of any action or the presentation or other assertion of any claim which could result in any indemnification claim pursuant to this Section 8.1section, such indem nified indemnified party shall give prompt notice thereof to the indemnifying party and the indemnifying party shall be entitled to participate therein or, to the extent that it shall wish, assume the defense thereof with its own counsel. If the indemnifying party elects to assume the defense of any such action or claim, the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or other expenses, in each case sub sequently subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and preparation, unless representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The parties agree to cooperate to the fullest extent possible in connection with any claim for which indemnification is or may be sought under this Agreement.

Indemnification in the Event of Certain Losses. HFS Participant agrees to indemnify and hold harmless THISCO Pegasus and THISCOPegasus's affiliates and their affiliates, directors, officers, employees and other stockholders, from and against any losses, claims, liabilities, damages or expenses (including reasonable attorney's fees) occurring on account of HFSParticipant's fault and through no fault of THISCO Pegasus ("THISCO's Pegasus' Losses"). THISCO Pegasus agrees to indemnify and hold harmless HFSParticipant, and HFSParticipant's affiliates and their affiliates, directors, officers, employees and stockholders, from and against any losses, claims, liabilities, damages or expenses (including reasonable attorney's fees) ("HFS's Losses") occurring on account of THISCOPegasus's fault and through no fault of HFSParticipant ("Participant's Losses"). Promptly after receipt by an indemnified party of notice of the commencement of any action or the presentation or other assertion of any claim which could result in any indemnification claim pursuant to this Section 8.1, such indem nified indemnified party shall give prompt notice thereof to the indemnifying party and the indemnifying party shall be entitled to participate therein or, to the extent that it shall wish, assume the defense thereof with its own counsel. If the indemnifying party elects to assume the defense of any such action or claim, the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or other expenses, in each case sub sequently subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and preparation, unless representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The parties agree to cooperate to the fullest extent possible in connection with any claim for which indemnification is or may be sought under this Agreement. * CONFIDENTIAL TREATMENT REQUESTED BY PEGASUS SYSTEMS, INC.