Common use of Indemnification by Partners Clause in Contracts

Indemnification by Partners. (a) Advance/Newhouse shall indemnify and save harmless the Residual Business and ▇▇▇▇ ▇▇▇er Partner and former Partner, the officers, directors, and stockholders of each other Partner and former Partner, and any of their respective officers, directors, shareholders, partners, employees, agents, and Affiliates, from any loss, damage, or expense incurred by any of them by reason of or resulting from any unauthorized act taken by the Selected Business orAdvance/Newhouse in the name of the Selected Business, the Residual Business, ▇▇▇ ▇▇▇tnership or any other Partner. (b) TWE and Paragon shall indemnify and save harmless the Selected Business and each other Partner and former Partner, the officers, directors, and stockholders of each other Partner and former Partner, and any of their respective officers, directors, shareholders, partners, employees, agents, and Affiliates, from any loss, damage, or expense incurred by any of them by reason of or resulting from any unauthorized act taken by the Residual Business, TWE or Paragon in the name of the Residual Business, the Selected Business, the Partnership or any other Partner. (c) Any reasonable expenses incurred by any Person entitled to indemnification pursuant to this Section 13.2 in defending any civil or criminal action, suit, or proceeding (or the threat thereof) by reason of or resulting from any such indemnified matter shall be borne and paid by the indemnifying Partner in advance of the final disposition of such action, suit or proceeding (or the threat thereof) upon receipt of a reasonably satisfactory undertaking by or on behalf of the indemnified Person to repay to the indemnifying Partner the amount of such expenses if it shall ultimately be determined that such Person is not entitled to the indemnification provided for under this Section 13.2.

Indemnification by Partners. (a) Advance/Newhouse Advance/▇▇▇▇▇▇▇▇ shall indemnify and save harmless the Residual Business and ▇▇▇▇ ▇▇▇er each other Partner and former Partner, the officers, directors, and stockholders of each other Partner and former Partner, and any of their respective officers, directors, shareholders, partners, employees, agents, and Affiliates, from any loss, damage, or expense incurred by any of them by reason of or resulting from any unauthorized act taken by the Selected Business orAdvance/Newhouse orAdvance/▇▇▇▇▇▇▇▇ in the name of the Selected Business, the Residual Business, ▇▇▇ ▇▇▇tnership the Partnership or any other Partner. (b) TWE and Paragon shall indemnify and save harmless the Selected Business and each other Partner and former Partner, the officers, directors, and stockholders of each other Partner and former Partner, and any of their respective officers, directors, shareholders, partners, employees, agents, and Affiliates, from any loss, damage, or expense incurred by any of them by reason of or resulting from any unauthorized act taken by the Residual Business, TWE or Paragon in the name of the Residual Business, the Selected Business, the Partnership or any other Partner. (c) Any reasonable expenses incurred by any Person entitled to indemnification pursuant to this Section 13.2 in defending any civil or criminal action, suit, or proceeding (or the threat thereof) by reason of or resulting from any such indemnified matter shall be borne and paid by the indemnifying Partner in advance of the final disposition of such action, suit or proceeding (or the threat thereof) upon receipt of a reasonably satisfactory undertaking by or on behalf of the indemnified Person to repay to the indemnifying Partner the amount of such expenses if it shall ultimately be determined that such Person is not entitled to the indemnification provided for under this Section 13.2.