Cross Indemnity Sample Clauses

Cross Indemnity. IN ADDITION TO THE INDEMNITIES PROVIDED IN THIS CONTRACT, CGAS AGREES TO PROTECT, DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS MEMBER’S AND MEMBER’S AFFILIATES’ OTHER CONTRACTORS ONLY IN THE EVENT WHERE MEMBER AND MEMBER’S AFFILIATES OTHER CONTRACTORS HAVE EXECUTED A CONTRACT WITH MEMBER OR ONE OF MEMBER’S AFFILIATES’ CONTAINING CROSS INDEMNITY PROVISIONS SUBSTANTIALLY SIMILAR TO THIS PROVISION ("MEMBER CROSS-INDEMNIFIED CONTRACTORS"). FROM AND AGAINST ANY AND ALL CLAIMS SUFFERED WITH RESPECT TO: (i) PERSONAL INJURY (INCLUDING ILLNESS, BODILY INJURY OR DEATH) OF EMPLOYEES OF CGAS, ITS CONTRACTORS, SUBCONTRACTORS AND INVITEES OR (ii) LOSS, DAMAGE OR DESTRUCTION OF CGAS FURNISHED ITEMS OR PROPERTY OWNED OR HIRED BY CGAS, ITS CONTRACTORS, SUBCONTRACTORS AND INVITEES, ARISING IN CONNECTION WITH THIS CONTRACT, HOWSOEVER CAUSED, (a) WHETHER OR NOT CAUSED OR ALLEGEDLY CAUSED BY THE NEGLIGENCE, SOLE OR CONCURRENT, ACTIVE OR PASSIVE, OF ANY PARTY, INCLUDING MEMBER, MEMBER CROSS-INDEMNIFIED CONTRACTORS, OR THEIR RESPECTIVE EMPLOYEES OR INVITEES, OR (b) WHETHER BY DEFECTS OR UNFITNESS OF ANY EQUIPMENT, VESSEL, BUILDING OR STRUCTURE, OR OTHERWISE. THE PARTIES INTEND THIS INDEMNITY TO APPLY TO ALL SUCH CLAIMS AND LOSSES DESCRIBED ABOVE BASED ON ANY THEORY OF LIABILITY, INCLUDING NEGLIGENCE, NEGLIGENCE PER SE, GROSS NEGLIGENCE, STATUTORY, PREMISES OR STRICT LIABILITY OF ANY PARTY AND UNSEAWORTHINESS OF ANY VESSEL, INCLUDING MEMBER CROSS-INDEMNIFIED CONTRACTORS. THE PARTIES INTEND THAT THIS CROSS INDEMNITY APPLIES TO AND WILL BE FOR THE BENEFIT OF MEMBER'S AND MEMBER’S AFFILIATES’ OTHER CONTRACTORS, WHO HAVE INCLUDED SUBSTANTIALLY SIMILAR CROSS INDEMNITY PROVISIONS IN THEIR RESPECTIVE CONTRACTS WITH MEMBER OR MEMBER’S AFFILIATES. FOR THE APPLICATION OF THIS CROSS INDEMNITY TO SUCH OTHER CONTRACTORS, MEMBER WILL ACT ONLY AS A FACILITATOR FOR THE BENEFIT OF SUCH OTHER CONTRACTORS, WHO WILL BE ENTITLED TO ENFORCE THIS CROSS INDEMNITY DIRECTLY AGAINST CGAS IN ADDITION TO MEMBER'S RIGHT TO ENFORCE.

Cross Indemnity. Subject to the terms and conditions of this Section 5.22, the Seller hereby agrees to indemnify and hold the Buyer, its Affiliates, and their directors, officers or employees (collectively, "Buyer's Group") harmless from and against all demands, claims, causes of action, assessments, losses, damages (including without limitation fines, penalties and punitive damages), liabilities and costs and expenses, including without limitation attorneys' fees and any expenses incident to the enforcement of this Section 5.22 (collectively, "Losses"), which the Buyer's Group may suffer, sustain or become subject to by reason of or resulting from (i) any inaccuracy in the representation or warranty of the Seller contained in Section 3.23 of this Agreement, or (ii) any breach of any covenant by the Seller in Article V of this Agreement. Subject to the terms and conditions of this Section 5.22, the Buyer hereby agrees to indemnify and hold the Seller, its Affiliates, and their directors, officers or employees (collectively, "Seller's Group") harmless from and against all Losses which the Seller's Group may suffer, sustain or become subject to by reason of or resulting from (i) any inaccuracy in the representation or warranty of the Buyer contained in Section 4.16 of this Agreement, (ii) any breach of any covenant by the Buyer in Article V of this Agreement, or (iii) the Seller's Company Obligations. The party seeking indemnification pursuant to this Section 5.22 is hereinafter referred to as an "Indemnified Party" and the party from whom indemnification is sought is hereinafter referred to as an "Indemnifying Party." A-34 39 (c) Limitation of Indemnification. Notwithstanding any contrary provision, no claim by either party against the other for indemnification arising under this Article V shall be valid and assertible unless the aggregate amount of Losses associated with such claim shall exceed $100,000. Further, any claims by the Indemnified Party against the Indemnifying Party shall be determined net of any tax benefit actually recognized and utilized to offset or reduce the tax liability of the Indemnified Party or the other members of its group. All payments pursuant to this Section 5.22 shall be treated as adjustments to the purchase price of the Company Common Stock.

Cross Indemnity. To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 11(a) and 11(b), responsibility for such Tax or Tax-Related Loss shall be shared by ADS and Loyalty Ventures according to relative fault.

Cross Indemnity. Each Party (the “Indemnifying Party”) agrees to defend, indemnify and hold the other Party, its Affiliates and their respective directors, officers, employees and agents and their respective heirs and assigns (the “Indemnified Party”) harmless from all Third Party claims, actions, losses, damages, liabilities or expenses (including, but not limited to, reasonable attorneys’ fees) (each, a “Loss”) arising as a result of a breach by the Indemnifying Party of any of its representations or warranties under this Agreement.

Cross Indemnity. Each PARTY (the “Indemnifying Party”) agrees to defend, indemnify and hold the other PARTY (the “Indemnified Party”), its AFFILIATES and their respective directors, officers, employees and agents and their respective heirs and assigns harmless from all third party claims, actions, losses, damages, liabilities or expenses (including, but not limited to, reasonable attorneys’ fees) (each, a “Loss”) arising as a result of (a) development, manufacture, use, offer for sale, sale, or distribution of the COMPOUND and/or the PRODUCT by the Indemnifying Party or its AFFILIATES or SUBLICENSEES, (b) negligence or willful misconduct of the Indemnifying Party in the performance of its obligations under this Agreement, or (c) a breach by the Indemnifying Party of any of its representations, warranties or obligations under this Agreement.

Cross Indemnity. Each party ("Indemnifying Party") agrees to defend, indemnify and hold harmless the other party, its successors, affiliates, assigns, officers, directors and employees, members, partners and agents ("Indemnitees") from and against any and all claims, actions suits, losses, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorney's fees, arising out of or pertaining to (i) any breach by the indemnifying party of any representation, warranty or obligation under this Agreement or (ii) any activities conducted by the Indemnifying Party or its agents on the Property.

Cross Indemnity. Each Party (the “Indemnifying Party”) agrees to defend, indemnify and hold the other party (the “Indemnified Party”), its Affiliates and their respective directors, officers, employees and agents and their respective heirs and assigns harmless from all Third Party claims, actions, losses, damages, liabilities or expenses (including, but not limited to, reasonable attorneys’ fees) (each, a “Loss”) arising as a result of (a) a breach by the Indemnifying Party of any of its representations, warranties or obligations under this Agreement, (b) actual or asserted violations of any applicable law or regulation by the Indemnifying Party or any of its employees, Affiliates, sublicensees, consultants, or other agents in connection with the research, development, manufacture, distribution, marketing, promotion, sale, or use of Products, or the reporting requirements for Products, including, but not limited to, any allegation or determination that a Product has been adulterated, misbranded, mislabeled or otherwise is not in compliance with any applicable law or regulation, or (c) except as provided in Section 7.6.4 or

Cross Indemnity. Aurum and Customer each will indemnify, defend, and hold harmless the other from any and all claims, actions, damages, liabilities, costs, and expenses, including without limitation reasonable attorney’s fees and expenses, arising out of (a) the death or bodily injury of any agent, employee, customer, or business invitee of the indemnitor, and (b) the damage, loss, or destruction of any property of the indemnitor.

Cross Indemnity. Each party shall indemnify, defend and hold harmless the other, and the other's subsidiaries, parent and affiliates, from and against any and all claims, actions, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses), arising out of the death or bodily injury of any agent, employee, customer, business invitee or business visitor of the indemnitor occurring on premises under the control of the indemnitor or its parent or one of its subsidiaries or affiliates.