INDEMNIFICATION 6 Clause Samples

INDEMNIFICATION 6. Section 5.01 General Indemnification. 6 Section 5.02 Procedures for Indemnification. 7 Section 5.03 Payment. 7 Section 5.04 Effect of Knowledge on Indemnification. 7

INDEMNIFICATION 6. 1 Indemnification by Spinco (a) Spinco shall indemnify, defend and hold harmless each AT Co. Indemnitee (as defined in the Distribution Agreement), against and in respect of any and all Indemnifiable Losses incurred or suffered by any AT Co. Indemnitee that result from, relate to or arise out of any default by Spinco in the performance of its obligations under this Agreement or any third party claim against any AT Co. Indemnitee based upon the negligence, gross negligence or willful misconduct of any of the Spinco Indemnitees that arise out of or result from any default by Spinco in the performance of its obligations under this Agreement, except to the extent that any such Indemnifiable Losses arise out of or result from the negligence, gross negligence or willful misconduct of any AT Co. Indemnitee.

INDEMNIFICATION 6. 1 Each of the Sellers jointly and severally indemnify and hold the Purchaser harmless against, and shall reimburse the Purchaser for any loss or damage, including, without limitation, attorneys' fees reasonably incurred arising out of any misrepresentation, breach or nonfulfillment of any covenant or obligation of each of the Sellers under this Agreement, or any misrepresentation in, or omission from, any certificate or other instrument furnished or to be furnished to the Purchaser pursuant to this Agreement.

INDEMNIFICATION 6. 01 The Bank shall not be responsible for, and the Fund shall on behalf of the applicable Portfolio indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) All actions of the Bank or its agent or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct.

INDEMNIFICATION 6. 1 ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all liability, damage, expense, claims, or judgments, including reasonable attorneys' fees, resulting from fiscal loss or damages resulting from Intellectual Property infringement issues wherein ASSIGNEE is named as a defendant from third party law suits arising out of the development, commercialization, use and exploitation of the HCPV Solar Generator technology.

INDEMNIFICATION 6. 1 The Seller shall indemnify EN for and hold EN harmless against any and all liabilities, damages and expenses, of whichever nature, which arise for EN on account of the following matters: * the lack of a valid and effective Permit for the premises and operations at the Rontgenweg-site in Delft (environmental permit application is pending) in as far as EN is not obliged to pay these expenses under the Rontgenweg Tenancy and Services Agreement, and; * the soil and soil water contamination in as far as existing at the Completion Date at the Rontgenweg-site in Delft and the Brunssum Real Estate;

INDEMNIFICATION 6. 3.1. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgement costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnification will survive the termination of the above listed contract with the Contractor.

INDEMNIFICATION 6. Contractor/Vendor Indemnification (Not Public Agency) The parties to this contract agree that the State of Arizona, its departments, agencies, boards and commissions shall be indemnified and held harmless by the contractor for the vicarious liability of the State as a result of entering into this contract. However, the parties further agree that the State of Arizona, its departments, agencies, boards and commissions shall be responsible for its own negligence. Each party to this contract is responsible for its own negligence.

INDEMNIFICATION 6. 01 The Bank shall not be responsible for, and the Fund shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) All actions of the Bank or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct. (b) The Fund's lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Fund hereunder. (c) The reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any previous transfer agent registrar. (d) The reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests of the Fund. (e) The offer or sale of Shares in violation of any federal or state securities laws requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Shares; and