General Cross Indemnification Sample Clauses
The General Cross Indemnification clause establishes that each party agrees to compensate the other for losses, damages, or liabilities arising from their own actions or omissions. In practice, this means if one party causes harm or incurs costs due to negligence, breach of contract, or misconduct, they are responsible for reimbursing the other party for those losses. This clause is commonly used in commercial agreements to allocate risk fairly and ensure that each party is protected from the consequences of the other's wrongful conduct.
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General Cross Indemnification. (a) Except as otherwise specifically set forth in any provision of this Agreement, including Article X of this Agreement relating to Tax Claims, or of any Ancillary Agreement, as of the Effective Date, The Hartford shall indemnify, defend and hold harmless the HLI Indemnitees from and against any and all Indemnifiable Losses of the HLI Indemnities arising out of, by reason of or otherwise in connection with (i) The Hartford Liabilities, (ii) the breach by The Hartford or any of its Subsidiaries (other than HLI and its subsidiaries) of any provision of this Agreement or any Ancillary Agreement and (iii) any third party claims that any employee of any member of The Hartford Affiliate Group acted with gross negligence or willful misconduct in connection with the performance of the Hartford Services or the administration of The Hartford Benefit Plans, except to the extent that Indemnifiable Losses were caused directly or indirectly by acts or omissions of any member of the HLI Affiliated Group; provided, however, that in the case of any of The Hartford Benefit Plans, such member of the HLI Affiliated Group's right of indemnification shall also extend to claims of HLI Employees but shall not extend to any Indemnifiable Losses that otherwise would have been owed in the absence of such gross negligence or willful misconduct.
(b) Except as otherwise specifically set forth in any provision of this Agreement or any Ancillary Agreement, including Article X of this Agreement relating to Tax 47 Claims, HLI shall indemnify, defend and hold harmless The Hartford Indemnitees from and against any and all Indemnifiable Losses arising out of, by reason of or otherwise in connection with (i) the HLI Liabilities, (ii) any breach by HLI or any of its Subsidiaries of any provision of this Agreement or any Ancillary Agreement, (iii) obligations or liabilities of any member of The Hartford Affiliated Group, in whatever form, under or in respect of any guarantees entered into by such member for the benefit of any member of the HLI Affiliated Group and (iv) any third party claims that any member of the HLI Affiliated Group acted with gross negligence or willful misconduct in connection with the HLI Services or the administration of the HLI Benefit Plans, except to the extent that Indemnifiable Losses were caused directly or indirectly by acts or omissions of any member of The Hartford Affiliated Group; provided, however, that in the case of any of the HLI Benefit Plans, such member ...
General Cross Indemnification. (a) Travelport agrees to indemnify and hold harmless each member of the OWW Affiliated Group and each of the officers, directors, employees and agents of the OWW Affiliated Group against any and all costs and expenses arising out of third party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Travelport or any member of the Travelport Affiliated Group of this Agreement or any Ancillary Agreement, (ii) the ownership or the operation of the Assets or properties (other than capital stock of any member of OWW Affiliated Group), and the operation or conduct of the business of, including contracts entered into by, the members of the Travelport Affiliated Group, whether before, on or after the date hereof, and (iii) the actions of any employee of any member of the OWW Affiliated Group whose salary and benefits Travelport is required to reimburse to such member of the OWW Affiliated Group pursuant Section 8.1.
(b) OWW agrees to indemnify and hold harmless each member of the Travelport Affiliated Group and each of its officers, directors, employees and agents of each member of the Travelport Affiliated Group against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions, based on, arising out of, pertaining to or in connection with (i) any activities, action or inaction on the part of any member of the OWW Affiliated Group or any of their officers, directors, employees, Affiliates acting as such (other than a member of the Travelport Affiliated Group acting as such), fiduciaries or agents (including any Losses related to the use, occupation of, or access to/from the Denver Data Center, or the exercise of any rights granted with respect thereto, or the use of any of the services or equipment within the Denver Data Center by any member of the OWW Affiliated Group) (ii) any breach by OWW or any member of the OWW Affiliated Group of this Agreement or any Ancillary Agreement, and any other a...
General Cross Indemnification. (a) AXA shall indemnify and hold harmless the Company and each of its Subsidiaries against any and all costs and expenses arising out of third party claims (including, without limitation, reasonable attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with any breach by AXA or any of its Subsidiaries of this Agreement.
(b) The Company shall indemnify and hold harmless AXA and each of its Subsidiaries (other than the Company and its Subsidiaries) against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions, based on, arising out of, pertaining to or in connection with any breach by the Company or any of its Subsidiaries of this Agreement.
General Cross Indemnification. (a) Each member of the Lorillard Group, jointly and severally, shall indemnify and hold harmless each member of the Loews Group and each of its officers, directors, and employees against any and all Losses arising out of Actions, including, without limitation, Losses arising out of, resulting from or in connection with any Action, whether grounded in tort, contract, statute or otherwise, whether now pending or hereafter asserted, which may arise out of, pertain to or be in connection with any of the following, and whether occurring before, on or after the Effective Date:
(i) any breach by any member of the Lorillard Group of all or any portion of this Agreement, or any other acts or omissions by any member of the Lorillard Group arising out of the performance of its obligations under this Agreement;
(ii) the ownership or the operation of the assets or properties of, and the operation or conduct of the business of, including contracts entered into by, any member of the Lorillard Group;
(iii) any matter relating, directly or indirectly, to the tobacco or cigarette business, including without limitation any health-related claim, the use of any tobacco products (including, without limitation, flavorings, filters, wrappers, or other elements used in the manufacturing of tobacco products), the manufacture, sale, promotion, distribution, or marketing of any tobacco products, or exposure to tobacco products, such as environmental tobacco smoke, whether or not such products relate to any member of the Lorillard Group;
(iv) any employee, former employee, or independent contractor of any member of the Lorillard Group (or the termination of any such relationship), or any employee benefit plan, program, agreement or arrangement sponsored by or contributed to by any member of the Lorillard Group or to which any member of the Lorillard Group is, or at any time was, a party;
(v) any other activities, action or inaction on the part of any member of the Lorillard Group or its officers, directors, employees, affiliates acting as such (other than a member of the Loews Group acting as such), fiduciaries or agents, excluding any action expressly permitted hereunder;
(vi) any Keepwell; and
(vii) any untrue statement or alleged untrue statement of a material fact contained in any Filing of any member of the Loews Group, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but...
General Cross Indemnification. (a) Cendant agrees to indemnify and hold harmless ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and each of the officers, directors, employees and agents of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ against any and all costs and expenses arising out of third party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Cendant of this Agreement or any other agreement between Cendant and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ executed in connection with this Agreement and (ii) the operation or conduct of the business of Cendant, whether before, on or after the date hereof, other than the business of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, its Subsidiaries or its predecessors.
(b) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees to indemnify and hold the Cendant Group and their officers, directors, employees and agents against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions, based on, arising out of, pertaining to or in connection with (i) any breach by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of this Agreement or any other agreement between Cendant and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ executed in connection with this Agreement and the Initial Public Offering, (ii) the ownership or the operation of the assets or properties, and the operation or conduct of the business of, including contracts entered into and any activities engaged in by, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, its Subsidiaries and its franchisees, whether before, on or after the date hereof, including with respect to any pending litigation against the Cendant Group with respect thereto as of the date, (iii) any acts or omissions arising out of the performance of this Agreement or any other agreement between the Cendant Group and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ executed in connection with this Agreement and the Initial Public Offering, whether in the past or future and (iv) any guaranty, keepwell or financial condition maintenance agreement of or by the Cendant Group provided to any Person with respect to any actual or contingent obligation of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any of its Subsidiaries.
(c) The indemnity agreement contained in S...
General Cross Indemnification. (a) Subject to Section 9.1 hereof and the terms of the Related Agreements, Liberty Mutual agrees to indemnify and hold harmless Agency Markets and its Subsidiaries and each of the officers, directors, employees and agents of Agency Markets and its Subsidiaries against any and all costs and expenses arising out of claims (including attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any third party claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Liberty Mutual of this Agreement, (ii) the ownership or the operation of the assets or properties of (other than capital stock of Agency Markets and its Subsidiaries), and the operation or conduct of the business of, the members of the Liberty Mutual Affiliated Group, whether before, on or after the Effective Date, in each case excluding the Agency Markets Business, or (iii) all of the liabilities to be borne by Liberty Mutual in accordance with the provisions of Sections 4.4 and 5.5 of this Agreement.
(b) Subject to Section 9.1 hereof and the terms of the Related Agreements, Agency Markets agrees to indemnify and hold harmless each member of the Liberty Mutual Affiliated Group and each of the officers, directors, employees and agents of each member of the Liberty Mutual Affiliated Group against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions, based on, arising out of, pertaining to or in connection with (i) any breach by Agency Markets of this Agreement, (ii) the ownership or the operation of the assets or properties of, and the operation or conduct of the business of, Agency Markets and its Subsidiaries on or after the Effective Date, (iii) the ownership or the operation of the assets or properties of, and the operation or conduct of the business of, Agency Markets and its Subsidiaries prior to the Effective Date other than for any action or inaction taken at the sole direction and control of Liberty Mutual (iv) any Guaranty set forth on Schedule 3.1(b) hereto or (v) all of the liabilities to be borne by Agency Markets i...
General Cross Indemnification. 41 SECTION 9.02.
General Cross Indemnification. 40 SECTION 9.02.
General Cross Indemnification. (a) Except as otherwise specifically set forth in any provision of this Agreement, or of any Ancillary Agreement, Westaim shall indemnify, defend and hold harmless each member of the Company Group and their respective officers, directors, employees, representatives and agents (each, a “Company Indemnified Party”) from and against any and all Losses of such Company Indemnified Party arising out of, by reason of or otherwise in connection with any breach by any member of the Westaim Group of any of their representations or warranties in, or any covenant, commitment, obligation, agreement or undertaking to be performed or complied with by any of them under, this Agreement or any Ancillary Agreement.
(b) Except as otherwise specifically set forth in any provision of this Agreement or any Ancillary Agreement, the Company shall indemnify, defend and hold harmless each member of the Westaim Group and their respective officers, directors, employees, representatives and agents (each, a “Westaim Indemnified Party”) from and against any and all Losses of such Westaim Indemnified Party arising out of, by reason of or otherwise in connection with:
(i) any untrue statement or alleged untrue statement of material fact contained in the Registration Statement, any preliminary prospectus or final prospectus that forms a part thereof or any amendments or supplements thereto or any Canadian Prospectus or any amendments or supplements thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (a “Misstatement”); provided, that Losses under this clause shall be limited to third-party claims by purchasers of the Common Shares in the Public Offering or thereafter (including, without limitation, the underwriters of the Public Offering); or
(ii) any breach by any member of the Company Group of any of their representations or warranties in, or any covenant, commitment, obligation, agreement or undertaking to be performed or complied with by any of them under, this Agreement or any Ancillary Agreement.
(c) The indemnity obligations contained in this Section 7.1 are applicable whether or not any Action or the facts or transactions giving rise to such Action arose prior to, on or subsequent to the date of this Agreement.
General Cross Indemnification. (a) PLMI agrees to indemnify and hold harmless AFG and its Subsidiaries and each of the officers, directors, employees and agents of AFG and its Subsidiaries against any and all costs and expenses arising out of third-party claims (including but not limited to attorneys' fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, "Losses"), in each case, based on, arising out of, ------ resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, "Actions"), based on, arising out of, ------- pertaining to or in connection with any breach by PLMI of this Agreement.
(b) AFG agrees to indemnify and hold harmless each member of the PLMI Affiliated Group and each of the officers, directors, employees and agents of each member of the PLMI Affiliated Group against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions based on, arising out of, pertaining to or in connection with (i) any activities, action or inaction on the part of AFG or any of its Subsidiaries or any of their officers, directors, employees, affiliates (other than a member of the PLMI Affiliated Group), fiduciaries or agents, (ii) any breach by AFG of this Agreement or any other agreement between AFG or any of its Subsidiaries and any member of the PLMI Affiliated Group or (iii) any Keepwell. The indemnity agreement contained in this Section 8.1 shall be applicable whether or not any Action or the facts or transactions giving rise to such Action arose prior to, on or subsequent to the date of this Agreement.