Common use of Agreements to Indemnify Clause in Contracts

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VI, from and after the Closing, ioneer Parent shall indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing. (b) Subject to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”) from and against all Damages suffered by, imposed upon or incurred by any member of the Company Group to the extent caused by, arising from or based upon any breach of any representation or warranty of Investor contained in Article IV or any breach of any covenant or agreement of Investor contained in this Agreement.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, from Seller covenants and after the Closing, ioneer Parent shall agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Purchaser and its SubsidiariesAffiliates (including any officer, director, stockholder, partner, shareholder, member, employee, agent or Representative of any thereof) (a “Purchaser Affiliate”) from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, including without limitation interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever legal counsel (subject to Section 6.8(b), collectively, “Damages”), suffered by, ) imposed upon or incurred by the CompanyPurchaser or any Purchaser Affiliate arising out of, a subsidiary in connection with or resulting from: (i) any inaccuracy in or breach of any representation or warranty of the Company Seller contained in or made pursuant to this Agreement or any member of Related Document to which the Investor Group to the extent caused by, arising from or based upon Seller is a party; (ii) any breach of a representation and warranty set forth in Article III or a breach nonfulfillment of any covenant or agreement of ioneer Parent the Seller contained in or made pursuant to this Agreement or any Related Document to which the Seller is a party; (iii) all Excluded Assets; (iv) all Excluded Liabilities; (v) any and all Claims based upon, resulting from or arising out of the ownership and operation of the Business or the Company contained in this Agreement. Subject Acquired Assets on or prior to the Closing Date, whether or not incurred prior to the Closing Date (other terms than with respect to the Assumed Liabilities); (vi) any and all Damages or other losses for or in respect of this Article VI, in the event that the Damages of the Investor Group are suffered Taxes actually incurred by, imposed upon upon, or incurred assessed against Purchaser as a result of or relating to any Tax liability of Seller or the Business for any period ending on or before the Closing Date; and (vii) any and all Claims made by (i) a member creditors of the Investor GroupSeller including, the amount of Damages to be indemnified by ioneer Parent shall be equal without limitation, relating to the full amount provisions of such Damages any bulk sales laws and any other similar laws (subject including state Tax laws) of any state or other jurisdiction that may be applicable to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingtransactions contemplated hereby. (b) Subject to the terms and conditions of this Article VIVIII, from the Purchaser covenants and after the Closing, Investor shall agrees to indemnify, defend and hold harmless the CompanySeller and its Affiliates (including any successor or assigns, its equity holders and Affiliatesofficer, and their respective managersdirector, directorsstockholder, officerspartner, employees and agents (collectivelymember, the “Company Group”employee, agent or Representative thereof) from and against all Damages suffered by, imposed upon or incurred by any member such Indemnified Party arising out of the Company Group to the extent caused by, arising from or based upon in connection with or resulting from: (i) any breach of any representation or warranty of Investor contained in Article IV of, or any breach nonfulfillment of any covenant or agreement of, the Purchaser contained in or made pursuant to this Agreement or any Related Document to which the Purchaser is a party; (ii) any and all Assumed Liabilities; and (iii) any and all Claims based upon, resulting from or arising out of Investor the ownership or operation of the Business or the Acquired Assets after the Closing Date, provided that such Claims do not stem from or relate to any event that occurred prior to Closing. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII; provided, however, that the Indemnitor shall have the right to contest any such Damages or its obligations to indemnify therefor in accordance with the terms of this Agreement. No party shall be liable for any inaccuracy or breach of any representation or warranty contained in this AgreementAgreement if the party seeking indemnification for such breach or inaccuracy had knowledge of such breach or inaccuracy prior to Closing. Prior to Closing, Purchaser shall notify Seller in writing of any such inaccuracy or breach by Seller of which Purchaser has actual knowledge.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, Seller covenants and agrees to indemnify, defend and hold harmless Acquisition Sub, Cyber Digital and their Affiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all assessments, losses, damages, liabilities, costs and expenses, including without limitation interest, penalties and reasonable fees and expenses of legal counsel chosen by Acquisition Sub, Cyber Digital or a Purchaser Affiliate (collectively, "Damages"), imposed upon or incurred by Acquisition Sub, Cyber Digital or any Purchaser Affiliate arising out of or in connection with or resulting from (i) any breach of any representation or warranty of, or non-fulfillment of any covenant or agreement of, Seller contained in or made pursuant to this Agreement or any Schedule hereto, or any certificate furnished or to be furnished to Purchaser hereunder or thereunder, or (ii) any of the matters described on Schedule 8.03(a) hereto; provided, that with respect to each such matter set forth on Schedule 8.03(a), Seller's indemnification obligations hereunder with respect thereto shall not exceed the amount set forth opposite such matter on such Schedule 8.03 (a) Seller further covenants and agrees to indemnify, defend and hold harmless any Purchaser Affiliate and the Company from and against all Taxes for which Seller is responsible under Section 4.02(c) hereof to the extent that such Taxes exceed the reserve established therefor. (b) Each of Acquisition Sub, Cyber Digital and, from and after the Closing, ioneer Parent shall the Company, covenants and agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Seller and its SubsidiariesAffiliates (including any successor or assign, from and against all Claimsofficer, actions director, stockholder, partner, member, employee, agent or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever representative thereof) (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing. (b) Subject to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and "Seller Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”") from and against all Damages suffered by, imposed upon or incurred by any member such Indemnified Party arising out of the Company Group to the extent caused by, arising or in connection with or resulting from or based upon any breach of any representation or warranty of Investor contained in Article IV of, or any breach non-fulfillment of any covenant or agreement of Investor of, Acquisition Sub or Cyber Digital contained in or made pursuant to this AgreementAgreement or any certificate or other instrument furnished or to be furnished to Seller hereunder or thereunder. (c) The Indemnitor shall reimburse the Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII, provided, however, that the Indemnitor shall have the right to contest any such Damages in good faith.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, from Seller covenants and after the Closing, ioneer Parent shall agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Purchaser and its SubsidiariesAffiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, including without limitation interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever legal counsel (subject to Section 6.8(b), collectively, “"Damages”), suffered by, ") imposed upon or incurred by the Company, a subsidiary of the Company Purchaser or any member of the Investor Group to the extent caused byPurchaser Affiliate arising out of, arising in connection with or resulting from or based upon any breach of a any representation and or warranty set forth in Article III of, or a breach nonfulfillment of any covenant or agreement of ioneer Parent of, the Seller or the Company contained in or made pursuant to this Agreement. Subject to the other terms of this Article VIAgreement or any Schedule hereto, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages any certificate furnished or to be indemnified by ioneer Parent shall be equal furnished to the full amount of such Damages (subject to the limitations included in this Article VI) Purchaser hereunder or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingthereunder. (b) Subject to the terms and conditions of this Article VIVIII, from Purchaser covenants and after the Closing, Investor shall agrees to indemnify, defend and hold harmless the CompanySeller and its Affiliates (including any successor or assigns, its equity holders and Affiliatesofficer, and their respective managersdirector, directorsstockholder, officerspartner, employees and agents (collectivelymember, the “Company Group”employee, agent or representative thereof) from and against all Damages suffered by, imposed upon or incurred by any member such indemnified party arising out of the Company Group to the extent caused by, arising or in connection with or resulting from or based upon any breach of any representation or warranty of Investor contained in Article IV of, or any breach nonfulfillment of any covenant or agreement of Investor of, Purchaser contained in or made pursuant to this Agreement or any Schedule hereto, or any certificate or other instrument furnished or to be furnished to the Company or the Seller hereunder or thereunder. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII, provided, however, that the Indemnitor shall have the right to contest any such Damages or its obligations to indemnify therefor in accordance with the terms of this Agreement. (d) Notwithstanding anything to the contrary herein, any obligation to indemnify hereunder shall be reduced by an amount equal to the excess of (i) the amount of any net tax benefit derived by the party being indemnified and its Affiliates as a result of the matter with respect to which the indemnity is being made, over (ii) any net additional tax cost that would be incurred by the indemnified party and its Affiliates as a result of the tax basis adjustments arising out of the matter with respect to which the indemnity is being made and the receipt of the indemnity payment.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIIX, from and after the Closing, ioneer Parent Sellers, jointly and severally, shall indemnify, defend and hold harmless Investor, its equity holders Purchaser and Affiliates, and their respective managers, directors, officers, employees and agents each of the Companies (collectively, the “Investor "Purchaser Group”), but expressly excluding the Company and its Subsidiaries, ") from and against any and all Claims, actions or causes of action, assessments, demands, losses, damagesliabilities, judgments, fines, settlements, Liabilities, costs and expenses, expenses (including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b' fees), claims and damages (collectively, “"Damages”)") asserted against, suffered byresulting to, imposed upon or incurred suffered by the CompanyPurchaser Group, a subsidiary of the Company or any member one of the Investor Group to the extent caused bythem, arising from out of or based upon related to (i) any breach of a any representation and or warranty set forth of Sellers contained in Article III or a made pursuant to this Agreement, (ii) any breach of any covenant or agreement of ioneer Parent or the Company Sellers contained in or made pursuant to this Agreement. Subject , (iii) any product liability or warranty claims relating to products shipped or service provided by a Company on or prior to the other terms of this Article VIClosing Date (collectively, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by "Seller Claims") and (iiv) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingany Retained Liability. (b) Subject to the terms and conditions of this Article VIIX, from and after the Closing, Investor Purchaser and each of the Companies, jointly and severally, shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”) Sellers from and against any and all Damages suffered byasserted against, resulting to, imposed upon or incurred suffered by any member Sellers arising out of the Company Group or related to the extent caused by, arising from or based upon (i) any breach of any representation or warranty of Investor Purchaser contained in Article IV or made pursuant to this Agreement, (ii) any breach of any covenant or agreement of Investor Purchaser contained in or made pursuant to this AgreementAgreement or (iii) any product liability or warranty claims relating to products shipped or service provided by a Company after the Closing Date.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, Seller covenants and agrees to indemnify, defend and hold harmless Acquisition Sub, Cyber Digital and their Affiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all assessments, losses, (a) Seller further covenants and agrees to indemnify, defend and hold harmless any Purchaser Affiliate and the Company from and against all Taxes for which Seller is responsible under Section 4.02(c) hereof to the extent that such Taxes exceed the reserve established therefor. (b) Each of Acquisition Sub, Cyber Digital and, from and after the Closing, ioneer Parent shall the Company, covenants and agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Seller and its SubsidiariesAffiliates (including any successor or assign, from and against all Claimsofficer, actions director, stockholder, partner, member, employee, agent or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever representative thereof) (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing. (b) Subject to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and "Seller Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”") from and against all Damages suffered by, imposed upon or incurred by any member such Indemnified Party arising out of the Company Group to the extent caused by, arising or in connection with or resulting from or based upon any breach of any representation or warranty of Investor contained in Article IV of, or any breach non-fulfillment of any covenant or agreement of Investor of, Acquisition Sub or Cyber Digital contained in or made pursuant to this AgreementAgreement or any certificate or other instrument furnished or to be furnished to Seller hereunder or thereunder. (c) The Indemnitor shall reimburse the Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII, provided, however, that the Indemnitor shall have the right to contest any such Damages in good faith.

Agreements to Indemnify. (a) Subject Each Participant, to the terms and conditions of this Article VImaximum extent permitted by Applicable Law, from and after the Closingshall defend, ioneer Parent shall indemnifyprotect, defend indemnify and hold harmless Investorthe other Participants, its equity holders their Affiliates and Affiliates, and their respective managersthe officers, directors, officers, employees and agents of each of them (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, "Indemnified Persons") harmless from and against any and all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses Third Party Liability incurred by an Indemnified Person. The term "Third Party Liability" means any Losses of any nature whatsoever Third Party asserted by such Third Party against an Indemnified Person resulting from, arising out of or in connection with (subject to Section 6.8(ba) negligence or willful misconduct of the Indemnifying Participant, its partners, officers, directors, employees, or agents, arising out of, in connection with, or resulting from this Agreement or the Project (unless such actions arise under a contract among one or more Participants and the Project Operator or between the Project Operator and a Third Party, in which case the provisions of such contract shall be applicable), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing. (b) Subject Personal Taxes of the Indemnifying Participant, (c) Liens in respect of an obligation of the Indemnifying Participant that are placed on the Ownership Interest or other Property of an Indemnified Person, (d) the Participant Financings of the Indemnifying Participant, (e) the sale or disposal by a Participant of such Participant's Capacity Share, Net Energy and Environmental Attributes to which it is entitled, or (f) breaches by the Indemnifying Participant of any of its representations, warranties, and covenants under this Agreement; provided, however, that Third Party Liability does not include (x) the votes of a Participant or its Authorized Representative pursuant to this Agreement or (y) the actions of the Management Committee or the Project Operator. Any Third Party Liability indemnified against pursuant to this Section 10.1 hereunder shall be net of any proceeds of insurance received under policies in effect pursuant to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”) from and against all Damages suffered by, imposed upon or incurred by any member of the Company Group to the extent caused by, arising from or based upon any breach of any representation or warranty of Investor contained in Article IV or any breach of any covenant or agreement of Investor contained in this AgreementInsurance Plan.

Agreements to Indemnify. (a) Subject 17.6.1 In the event Closing occurs, the entities constituting Contributor, jointly and severally, hereby agree to the terms and conditions of this Article VI, from and after the Closing, ioneer Parent shall indemnify, defend indemnify and hold harmless Investor, its equity holders officers, directors, employees, members, representatives, agents, shareholders, partners and Affiliates, affiliates (and their respective managersofficers, directors, officersemployees, employees members, representatives, agents, shareholders, partners and agents affiliates) (collectively, the “Investor GroupIndemnified Parties”), but expressly excluding the Company and its Subsidiaries, from and against all ClaimsLiability, actions damage, deficiency, loss, costs, claims, encumbrances or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expensesexpense, including interest, penalties and interest or reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever disbursements (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or ) incurred by any of them arising prior to the Company, a subsidiary first anniversary of the Company Closing Date (or any member 90 days after the expiration of the Investor Group applicable statute of limitations with respect to a breach of the extent caused by, arising from representation and warranty made by Contributor in Section 8.14) and that arise out of or based upon as a result of (i) any breach of a representation the representations and warranty set forth warranties made by Contributor in Article III 8 hereof, (ii) any breach of any other representation or a warranty made by Contributor herein or (iii) any breach or nonperformance of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VImade by Contributor herein, unless, in the event that the Damages case of any of the Investor Group are suffered by, imposed upon or incurred by foregoing items (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages through (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunderiii), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount party had written notice of such Damages (subject to breach or nonperformance in advance of the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at ClosingClosing Date. (b) Subject to 17.6.2 In the terms and conditions of this Article VI, from and after the Closingevent Closing occurs, Investor shall indemnify, defend hereby agrees to indemnify and hold harmless the CompanyContributor, its equity holders respective officers, directors, employees, members, representatives, agents, shareholders, partners and Affiliates, affiliates (and their respective managersofficers, directors, officersemployees, employees members, representatives, agents, shareholders, partners and agents affiliates) (collectively, the “Company GroupContributor Indemnified Parties”) from and against all Damages suffered by, imposed upon or incurred by any member of them and which arise prior to the first anniversary of the Company Group to Closing Date and that arise out of or as a result of (i) any breach of the extent caused byrepresentations and warranties of Investor in Article hereof, arising from or based upon (ii) any breach of any other representation or warranty of made by Investor contained in Article IV herein or (iii) any breach or nonperformance of any covenant or agreement made by Investor herein, unless, in the case of Investor contained any of the foregoing items (i) through (iii), the indemnified party had written notice of such breach or nonperformance in advance of the Closing Date. 17.6.3 If any Person benefited by Section 17.6 (an “Indemnified Person”) is threatened with any claim, or any claim is presented to or made to an Indemnified Person, or any action is commenced against an Indemnified Person, that may give rise to a right to indemnification hereunder, such Indemnified Person shall, with reasonable promptness, give written notice of such claim to the Person obligated to provide indemnification with respect thereto pursuant to Section 17.6 (the “Indemnifying Person”) and, without prejudice to the Indemnified Person’s right of indemnification under this Section 17.6 shall, before taking any action with respect to the subject claim, make itself available to meet with the Indemnifying Person and, along with the Indemnifying Person, attempt to resolve and/or settle the subject claim. 17.6.4 The Indemnifying Person may elect before the earlier of the 30th day after receipt of such notice or the fifth day before the return date required by any claim, citation or other statute, to contest and defend against such claim at the Indemnifying Person’s expense, and shall give written notice to the Indemnified Person of the commencement of such contest or defense with reasonable promptness after the giving of the written notice of such claim by the Indemnified Person. The Indemnified Person shall be entitled to participate with the Indemnifying Person in such event, but shall not be entitled in any way to release, waive, settle, modify or pay such claim without the written consent of the Indemnifying Person if the Indemnifying Person shall have assumed the defense of, or otherwise be contesting, such claim (provided that such written consent shall not be unreasonably withheld). If the Indemnifying Person shall have assumed the defense of any claim, and has employed counsel with respect thereto, the Indemnified Person shall also be entitled to employ counsel at its own cost and expense. 17.6.5 If the Indemnifying Person does not elect to contest or defend the claim as provided in this Section 17.6, the Indemnified Person, shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim in its sole discretion and pursue its rights under this Agreement. If the Indemnifying Person shall assume the defense, the parties hereto shall cooperate in the defense of such action and the records of each shall be available to the other and to the Indemnified Person with respect to such defense.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIIX, from and after the Closing, ioneer Parent Seller shall indemnify, defend and hold harmless Investor, its equity holders Purchaser and Affiliates, and their respective managers, directors, officers, employees and agents each of the Companies (collectively, the “Investor Purchaser Group”), but expressly excluding the Company and its Subsidiaries, ) from and against any and all Claims, actions or causes of action, assessments, demands, losses, damagesliabilities, judgments, fines, settlements, Liabilities, costs and expenses, expenses (including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(bfees), claims and damages (collectively, “Damages”)) asserted against, suffered byresulting to, imposed upon or incurred suffered by the CompanyPurchaser Group, a subsidiary of the Company or any member one of the Investor Group to the extent caused bythem, arising from out of or based upon related to (i) any breach of a any representation and or warranty set forth of Seller contained in Article III or a made pursuant to this Agreement, (ii) any breach of any covenant or agreement of ioneer Parent or the Company Seller contained in or made pursuant to this Agreement. Subject , or (iii) any product liability or warranty claims relating to products shipped or service provided by a Company on or prior to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) Closing Date or (iiiv) the Company liabilities or one of its subsidiaries obligations expressly retained by Seller under this Agreement or any Schedule or Exhibit to this Agreement (andcollectively, for the avoidance of doubt, such Damages are indemnifiable hereunder“Seller Claims”), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing. (b) Subject to the terms and conditions of this Article VIIX, from and after the Closing, Investor Purchaser and each of the Companies, jointly and severally, shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”) Seller from and against any and all Damages suffered byasserted against, resulting to, imposed upon or incurred suffered by any member Seller arising out of the Company Group or related to the extent caused by, arising from or based upon (i) any breach of any representation or warranty of Investor Purchaser contained in Article IV or made pursuant to this Agreement, (ii) any breach of any covenant or agreement of Investor Purchaser contained in or made pursuant to this Agreement, or (iii) any product liability or warranty claims relating to products shipped or service provided by a Company after the Closing Date.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVII, from and after the Closing, ioneer Parent each of Sellers and MyTravel Canada, jointly and severally, shall indemnify, defend and hold harmless Investoreach Purchaser, its equity holders and Affiliates, and each of their respective managerssuccessors and permitted assigns, directors, officers, employees employees, representatives, agents, Affiliates and agents associates (collectively, the “Investor "Purchaser Group”), but expressly excluding the Company and its Subsidiaries, ") from and against any and all Claims, actions or causes of action, assessments, demands, losses, damagesliabilities of any kind or nature, judgments, fines, settlements, Liabilities, costs and expenses, expenses (including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b' fees), claims and damages (collectively, “"Damages”), suffered by, ") imposed upon or incurred or suffered by the CompanyPurchaser Group, a subsidiary of the Company or any member one of the Investor Group to the extent caused bythem, arising from out of, relating to or based upon in connection with (i) any breach of a representation and warranty set forth in Article III or a breach of any representation, warranty, covenant or agreement of ioneer Parent or the Company either Seller contained in or made pursuant to this Agreement. Subject Agreement or any Ancillary Document, (ii) any Excluded Liability, (iii) the Litigation set forth on Schedule 4.4, (iv) any claim made against a Purchaser by any creditor of, or claimant against, Sellers as a result of the waiver granted by such Purchaser in Section 6.2, and (v) all costs pertaining to the other terms DC-10 aircraft referred to in the Charter Agreement, dated as of this Article VIDecember 12, 1997, between ▇▇▇▇ International Airlines and Sunquest Holdings, U.S.A., Inc., in the event that the Damages case of the Investor Group are suffered by, imposed upon or incurred by each of clauses (i) through (v) above, whether asserted by one party hereto against another or by a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingthird party. (b) Subject to the terms and conditions of this Article VIVII, from and after the Closing, Investor Purchasers, jointly and severally, shall indemnify, defend and hold harmless the CompanySellers, its equity holders and their Affiliates, and each of their respective managerssuccessors and permitted assigns, and each of their respective directors, officers, employees employees, representatives, agents, Affiliates and agents associates (collectively, the “Company "Seller Group”") from and against any and all Damages suffered by, imposed upon or incurred or suffered by Seller Group, or any member one of the Company Group to the extent caused bythem, arising from out of, relating to or based upon in connection with (i) any breach of any representation or warranty of Investor contained in Article IV or any breach of any representation, warranty, covenant or agreement of Investor any Purchaser contained in or made pursuant to this AgreementAgreement or any Ancillary Document, (ii) any Assumed Liability and (iii) the employee benefit obligations described in Section 6.3(b), in the case of each of clauses (i) through (iii) above, whether asserted by one party hereto against another or by a third party.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, from the Stockholders jointly and after the Closing, ioneer Parent shall severally covenant and agree to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Purchaser and its SubsidiariesAffiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, including without limitation interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever legal counsel chosen by the Purchaser or a Purchaser Affiliate (subject to Section 6.8(b), collectively, “"Damages”"), suffered by, imposed upon or incurred by the Company, Purchaser or a subsidiary Purchaser Affiliate arising out of the Company or any member of the Investor Group to the extent caused by, arising in connection with or resulting from or based upon any breach of a any representation and or warranty set forth in Article III of, or a breach nonfulfillment of any covenant or agreement of ioneer Parent of, either Telecarrier or the Company any Stockholder contained in or made pursuant to this Agreement. Subject Agreement or any Schedule hereto, or any certificate furnished or to be furnished to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon Purchaser hereunder or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingthereunder. (b) Subject The Purchaser covenants and agrees to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, Stockholders and their respective managersAffiliates (including any successor or assigns, directorsofficer, officersdirector, employees and agents stockholder, partner, member, employee, agent or representative thereof) (collectively, the “Company Group”"Stockholder Affiliates") from and against all Damages suffered by, imposed upon or incurred by any member such indemnified party arising out of the Company Group to the extent caused by, arising or in connection with or resulting from or based upon any breach of any representation or warranty of Investor contained in Article IV of, or any breach nonfulfillment of any covenant or agreement of Investor of, the Purchaser contained in or made pursuant to this AgreementAgreement or any Schedule hereto, or any certificate or other instrument furnished or to be furnished to Stockholders hereunder or thereunder. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII, provided, however, that the Indemnitor shall have the right to contest any such Damages in good faith.