Mutual Indemnification Obligation Sample Clauses

Mutual Indemnification Obligation. In addition to any other specific requirement for indemnification set forth herein, Monterey Carpets and MCSI hereby agree to indemnify and hold harmless Chroma and CTI, and Chroma and CTI hereby agree to indemnify and hold harmless Monterey Carpets, against any and all liability, claims, damages, losses, costs or expenses, including reasonable attorneys' fees ("Losses"), relating to any breach of, noncompliance with or misrepresentation by such indemnifying party contained in any representation, warranty or covenant contained herein.
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Mutual Indemnification Obligation. Each Party (as such, an “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its affiliates and their officers, directors, employees and agents (as such, an “Indemnified Party”) from and against any and all claims, demands, causes of action, damages, liabilities, fines, penalties and expenses, including, without limitation, expenses of investigation, settlement, litigation and attorney’s fees and costs incurred in connection therewith arising out of or resulting from: (i) any breach of this Agreement by Indemnifying Party or its employees, agents, contractors or representatives; (ii) the negligence or willful misconduct of Indemnifying Party or its employees, agents, contractors or representatives; or (iii) the Indemnifying Party’s failure to comply with any applicable federal, state or local law, ordinance, permit, order, rule or regulation. If the event giving rise to the indemnification obligation of a Party under this Section 4.1(a) arises from the concurrent negligence or fault of both Parties (or their respective employees, agents, contractors or representatives), each Party’s indemnification obligations under this Section 4.1(a) shall be in proportion to the percentage of that Party’s negligence or fault.
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Mutual Indemnification Obligation. Except to the extent attributable to a Breach (as defined below) of the party otherwise to be indemnified:
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Mutual Indemnification Obligation. Except to the extent attributable to a Breach (as defined below) of the party otherwise to be indemnified, each party shall indemnify and hold the other harmless from and against any and all third party claims, loss, damage, and expense (including reasonable attorneys' fees, court costs, and other defense costs) that result from the indemnifying party's: (i) breach of this Agreement; or (ii) negligence or willful misconduct, (collectively, a "Breach"). For purposes of this Section:
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Mutual Indemnification Obligation. Multitex hereby agrees to indemnify and hold harmless Buyer, and Buyer hereby agrees to indemnify and hold harmless Multitex, against any and all liability, claims, damages, losses, costs or expenses, including reasonable attorneys' fees ("Losses"), relating to (i) any claims by any person for any commissions, broker's or finder's fee relating to this Agreement or the purchase and sale of Purchased Assets contemplated herein; and (ii) any breach of, noncompliance with or misrepresentation contained in any representation, warranty or covenant made by such party herein or in the Related Documents. 13.3
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Mutual Indemnification Obligation. Each Party shall, at its sole expense, indemnify, defend and hold the other Party and its employees, agents, directors, officers, shareholders, affiliates and representatives harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred in connection with any judicial or non-judicial claim, action, demand, suit or proceeding (collectively, "Claims") brought against them insofar as such Claim is based upon allegations that, if true, would constitute a breach of any of the representations or warranties made by a Party in this License.
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Mutual Indemnification Obligation. Each of Xxxxxxxx and Distributor (an "Indemnifying Party") shall defend, indemnify and hold harmless the other (an "Indemnified Party"), and each Affiliated Person with respect to the Indemnified Party, from and against any and all claims, causes of action, demands, liabilities, damages, injuries (including, without limitation, death or physical injury to any person and other personal injuries of any type or nature), losses, fines, penalties, assessments and costs (including reasonable attorney's fees, court costs, expert witness fees, remediation costs and consultant's fees) of, to, in favor of, or asserted, incurred or suffered by, any person or entity (including, without limitation, the Indemnified Party, any Affiliated Person with respect to the Indemnified Party or any governmental entity,jurisdiction, agency or body) arising out of, related to, connected with or caused in whole or in part by any of the following: (i) any negligence or wrongful act or wrongful omission of the Indemnifying Party or any Affiliated Person with respect to the Indemnifying Party; (ii) any violation by the Indemnifying Party or any Affiliated Person with respect to the Indemnifying Party of any Environmental Law or other Law, including, but not limited to, any Law governing XXXX Vapor Pressure, sulfur content of diesel fuel, reformulated gasoline or gasoline detergent additives, of any governmental entity, jurisdiction, agency or body; or (iii) any breach or default under this Contract on the part of the Indemnifying Party. Additionally, Distributor shall defend, indemnify and hold harmless Xxxxxxxx and each Affliated Person with respect to Xxxxxxxx from and against any and all claims, causes of action, demands, liabilities, damages, injuries (including, without limitation, death or physical injury to any person and other personal injuries of any type or nature), losses, fines, penalties, assessments and costs (including reasonable attorney's fees, court costs, expert witness fees, remediation costs and consultant's fees) of, to, in favor of, or asserted, incurred or suffered by, any person or entity (including, without limitation, Xxxxxxxx, any Affiliated Person with respect to Xxxxxxxx or any governmental entity, jurisdiction, agency or body) arising out of, related to, connected with or caused in whole or in part by any release, leakage, seepage or discharge into the environment of, or fire or explosion caused by or involving, any Product after title thereto has transfer...
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Mutual Indemnification Obligation. GFI hereby agrees to indemnify and hold harmless Buyer and Dixie, and Buyer hereby axxxxx to indemnify and hold harmless GFI and FLP, against any and all liability, claims, damages, losses, costs or expenses, including reasonable attorneys' fees ("Losses"), relating to any breach of, noncompliance with or misrepresentation contained in any representation, warranty or covenant by such party contained herein or in any certificate delivered pursuant to this Agreement provided that a written claim for indemnification by the party seeking indemnification is made within the applicable survival period.
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Related to Mutual Indemnification Obligation

  • Mutual Indemnification Each Party shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • General Indemnification Supplier agrees to protect, defend, indemnify and save DXC harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, resulting from any personal injury or death, or damages to property resulting directly or indirectly from the performance of Supplier hereunder.

  • Partial Indemnification If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

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