Common use of Indemnification by a Party Clause in Contracts

Indemnification by a Party. Subject to Section 7.2, each Party (the "INDEMNIFYING PARTY") shall indemnify, defend and hold harmless the Company, the other Parties, the other Parties Affiliates, and the other Parties and each such Affiliate's employees, officers, directors and agents, and the Company's officers and representatives (collectively the "INDEMNIFIED PERSONS") from and against any and all claims, demands, actions, suits, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees), to the extent caused by, resulting from or arising out of or in connection with any of the following: (a) The breach of, or misrepresentation contained in, any written representation or warranty made by the Indemnifying Party or its Affiliates in this Agreement, in any Ancillary Agreement, in any officer's certificate delivered hereunder, or in any written agreement between a Party and the Company; (b) All liabilities or obligations of the Indemnifying Party, or conditions, existing at the time of contribution or transfer of any property or assets to the Company with respect to property or assets so contributed or transferred by the Indemnifying Party except to the extent specifically assumed by the Company; (c) The breach or default in performance of any covenant or agreement required to be performed by the Indemnifying Party contained in the Agreement or any Ancillary Agreement; or (d) Any claim, action, suit or proceeding or threat thereof, made or instituted as a result of acts or omissions of the Indemnifying Party or its Affiliates unrelated to the business and operations of the Company or outside the scope of the Indemnifying Party's rights or authority conferred by this Agreement.

Indemnification by a Party. Subject to Section 7.2, each Party (the "INDEMNIFYING PARTY") shall indemnify, defend and hold harmless the Company, the other PartiesParty, the other Parties Party's Affiliates, and the other Parties Party's and each such Affiliate's employees, officers, directors and agents, and the Company's officers and representatives Representatives (collectively the "INDEMNIFIED PERSONS") from and against any and all claims, demands, actions, suits, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees), to the extent caused by, resulting from or arising out of or in connection with any of the following: (a) The breach of, or misrepresentation contained in, any written representation or warranty made by the Indemnifying Party or its Affiliates in this Agreement, in any Ancillary Agreement, in any officer's certificate delivered hereunder, or in any written agreement between a Party and the Company; (b) All liabilities or obligations of the Indemnifying Party, or conditions, Conditions existing at the time of contribution or transfer of any property or assets to the Company with respect to property or assets so contributed or transferred by the Indemnifying Party except to the extent specifically assumed by the CompanyParty; (c) The breach or default in performance of any covenant or agreement required to be performed by the Indemnifying Party contained in the Agreement or any Ancillary Agreement; or (d) Any claim, action, suit or proceeding or threat thereof, made or instituted as a result of acts or omissions of the Indemnifying Party or its Affiliates unrelated to the business and operations of the Company or outside the scope of the Indemnifying Party's rights or authority conferred by this Agreement.