Xxxxxxx Indemnity. Company agrees to indemnify, defend and hold Contractor and its officers, directors, partners, members, employees and agents (collectively, the “Contractor Indemnitees”) harmless from and against all liability, claims, causes of action, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (collectively, “Claims”) resulting from, arising out of or attributable to (i) the negligence, willful misconduct or intentional act of any of the Company Indemnitees (defined below) in connection with the handling of any transloaded Products at the Transload Facility by Company, (ii) exposure to such Products as a result of the handling of such Products by any of the Company Indemnitees, (iii) regulatory non-compliance or contractual breach by Company, or (iv) claims that Company’s employees make against any of the Contractor Indemnitees while any of the transloaded Products are in Company’s care, custody or control. The obligations of Company in this paragraph shall survive the expiration or other termination of this Agreement.
Xxxxxxx Indemnity. (a) From and after the Distribution Date, Xxxxxxx in its capacity as a Recipient and on behalf of each of the other members of the Xxxxxxx Group in their capacity as Recipients, shall indemnify, defend and hold harmless Houston and the other Houston Indemnified Parties from and against any and all Losses suffered or incurred by the Houston Indemnified Parties in connection with a third-party claim against such Houston Indemnified Parties, which Losses result from any Services provided by any member of the Houston Group hereunder, except to the extent such Losses arise out of an Houston Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, or (iii) gross negligence or willful misconduct in providing the Services.
Xxxxxxx Indemnity. Xxxxxxx agrees to indemnify and hold TOUR and its officers, directors, employees and agents (the “TOUR Indemnities”) harmless from and against any and all losses, claims, damages, expenses, judgments, awards, petitions, demands or liabilities (including reasonable attorneys’ fees, whether incurred in preparation for trial, at trial, on appeal or in bankruptcy proceedings) (“Claims”), joint or several, to which the TOUR Indemnities may become subject as a result of or arising out of (a) negligent acts or omissions by Xxxxxxx, its employees or agents, (b) the breach or default by Xxxxxxx in the performance of its obligations hereunder, and/or (c) the performance of the services required hereunder by Xxxxxxx, except to the extent resulting from acts of negligence, gross negligence or intentional misconduct by TOUR, its agents or employees. TOUR will notify Xxxxxxx promptly upon receipt of notice of any such claim. Upon such notice to Xxxxxxx, Xxxxxxx shall assume responsibility for the defense of the interests of all TOUR Indemnities.
Xxxxxxx Indemnity. (a) Xxxxxxx shall and hereby does agree to indemnify and hold Purchaser harmless from and against any and all loss, damage and expense of any nature (including, but not limited to, reasonable attorney's fees) incurred by Purchaser arising out of, attributable to, or in connection with:
Xxxxxxx Indemnity. The Indemnification Agreement is in full force and effect and constitutes a legal, valid and binding obligation of Xxxxxxx in favor of the Company, enforceable in accordance with its terms.
Xxxxxxx Indemnity. (a) The occurrence, with respect to any of the Xxxxxxx Parties, of any of the events described in Section 7.8 or the failure of the Xxxxxxx Indemnity to continue to be in full force and effect, (b) the occurrence of any event or the existence of any condition that would have been covered by the Xxxxxxx Indemnity, and (c) the existence of (a) and (b), collectively, could reasonably be expected to have a Material Adverse Effect. Then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written or telex request of the Required Lenders, shall, by written notice to the Company, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note, to enforce its claims against the Company: (a) declare the Revolving Credit Commitment and other lending obligations, if any, terminated, whereupon the Revolving Credit Commitment and other lending obligations, if any, of each Lender shall terminate immediately; or (b) declare the entire principal amount of and all accrued interest on all Lender Indebtedness then outstanding to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest, notice of protest or dishonor, notice of acceleration, notice of intent to accelerate or other notice of any kind, all of which are hereby expressly waived by the Company, and thereupon take such action as it may deem desirable under and pursuant to the Financing Documents, provided, that if an Event of Default specified in Section 7.8 shall occur, the result which would occur upon the giving of written notice by the Administrative Agent to the Company, as specified in clauses (a) and (b) above, shall occur automatically without the giving of any such notice; or (c) if any Letter of Credit shall then be outstanding, demand Cover which the Company shall immediately pay to the Administrative Agent for deposit in a cash collateral account maintained pursuant to the Cash Collateral Agreement.
Xxxxxxx Indemnity. SELLERS SHALL INDENMIFY BUYERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AND AGENTS, FROM ANY AND ALL LIABILITIES (OTHER THAN ENVIRONMENTAL), COSTS, EXPENSES AND CLAIMS OF ANY KIND OR CHARACTER ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THE ASSETS, OCCURING BEFORE THE EFFECTIVE DATE AND REGARDLESS OF ANY SOLE JOINT OR CONCURRENT NEGLIGENCE, LIABILITY, BREACH OR OTHER FAULTS OR RESPONSIBILITY OF BUYERS OR ANY THIRD PERSON.
Xxxxxxx Indemnity. Xxxxxx shall indemnify, defend and hold each of Supplier and IceCure and their affiliates and respective officers, directors, managers, employees, agents and representatives (the “Supplier Indemnified Parties”) harmless from and against all liabilities, claims, demands, damages, reasonable costs and expenses (including reasonable attorneys’ fees) asserted against, incurred by or rendered against any of them from any claims that arise out of Xxxxxx’x activities under this Agreement or the MDT Disribution Agreement, negligence or breach of any of its covenants, representations or warranties herein, with respect to all of the above; provided, however, that in no event shall Turing have any liability under this Section 14.6 for any claims that are caused by or result from the negligence or willful misconduct of, or the breach of this Agreement by Supplier, IceCure or any of its Representatives.
Xxxxxxx Indemnity. Xxxxxx from and after the Closing Date agrees to, indemnify and hold Purchaser harmless from and against any and all damage, loss, cost, obligation, claims, demands, assessments, judgments or liability, and all expenses (including interest, penalties and attorneys' and accountants' fees and disbursements) (collectively "Damages") arising from any failure to comply with any and all requirements for notice to creditors or similar requirements imposed under any applicable bulk sales laws including without limitation Wis. Stat. Chapter 406, to the extent applicable to the transactions contemplated by this Agreement
Xxxxxxx Indemnity. Xxxxxx shall release, indemnify, defend and hold Global/NorAm and its Representatives harmless from and against any and all claims, demands, costs, charges, expenses, fees, causes of action, suits, proceedings, damages, and attorney fees caused by, resulting from, or attributable to (a) any inaccuracy of any representation or warranty of Xxxxxx set forth in this Agreement, or (b) any breach of or failure to perform or satisfy any of the covenants and obligations of Xxxxxx hereunder.
