Examples of Xxxxxxx Indemnitees in a sentence
Notwithstanding the foregoing or anything in this Agreement to the contrary, Poseida will have no obligation to indemnify the Xxxxxxx Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any material breach of any representation or warranty made by Xxxxxxx in this Agreement; any material breach of any term of this Agreement by Xxxxxxx; or the negligence or willful misconduct of any of the Xxxxxxx Indemnitees.
IMCO shall indemnify and hold harmless Xxxxxxx Indemnitees for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).
The cumulative obligation of CEP to the Xxxxxxx Indemnitees with respect to all Xxxxxxx Indemnified Claims pursuant to Section 7.4(a)(i) will be limited to the Indemnity Cap; provided, however, that Claims for indemnification pursuant to (1) Section 7.4(a)(i) with respect to a breach by CEP of its representations and warranties in Section 3.2(a), Section 3.2(b), Section 3.2(d)(iv) and Section 3.2(m), (2) Section 7.4(a)(ii), and (3) Section 7.4(a)(iii) shall not be subject to the Indemnity Cap.
Midas and Midas Operating Company shall indemnify, defend and hold harmless the Xxxxxxx Indemnitees and any relevant Employee Benefit Plan of the Xxxxxxx Indemnitees from and against any and all Losses of the Xxxxxxx Indemnitees and any such Employee Benefit Plan arising out of or due to the failure or alleged failure of Midas or any of its Affiliates to pay, perform or otherwise discharge such Liabilities.
Hussmann and Hussmann Operating Company shall indemnify, defend and hold harmless the Xxxxxxx Indemnitees and any relevant Employee Benefit Plan of the Xxxxxxx Indemnitees from and against any and all Losses of the Xxxxxxx Indemnitees and any such Employee Benefit Plan arising out of or due to the failure or alleged failure of Hussmann or any of its Affiliates to pay, perform or otherwise discharge such Liabilities.