Common use of Indemnification for Liabilities Clause in Contracts

Indemnification for Liabilities. From and after the Closing Date, the Company and the Subsidiary, jointly and severally, shall indemnify, defend and hold harmless the Purchaser, and its stockholders, directors, officers and affiliates (collectively, the "Purchaser Indemnified Parties"), and the Purchaser shall indemnify, defend and hold harmless the Company and the Subsidiary, and their respective stockholders, directors, officers and affiliates (collectively the "Seller Indemnified Parties"), from and against any and all claims, suits, investigations, proceedings, judgments, losses, damages (whether direct, consequential or special), diminution in value, costs and expenses (including, without limitation, costs and expenses incurred in investigating, defending or settling any claims, suits, investigations or proceedings, such as the fees, expenses and disbursements of counsel, accountants and other experts) which a Purchaser Indemnified Party or a Seller Indemnified Party, respectively, may sustain, suffer or incur, resulting from, related to, or arising out of the failure of the Subsidiary or the Purchaser, respectively, to perform their obligations under Sections 3.2 and 3.1, respectively. Any Person seeking indemnification hereunder shall promptly give the other party written notice of the matter as to which indemnity is sought; provided, however, the failure to provide such notice shall not relieve the indemnifying party of its obligation to indemnify hereunder, except to the extent it is finally determined that such indemnifying party was actually prejudiced by any such failure. The indemnifying party shall have the right to control the defense, at its own cost and expense, of any such matter as to which indemnification by it is sought hereunder; provided, however, the indemnified parties shall have the right to participate in such defense, with counsel of its own choosing, and at its own cost and expense; provided, further, that if the indemnifying party fails to notify the indemnified parties within 10 Business Days after receipt of such notice of indemnification that it will defend such matter, then the indemnified parties may control the defense thereof, with counsel of its own choosing, but at the sole cost and expense of the indemnifying party (it being understood that, with respect to each matter as to which indemnity is sought, in no event shall an indemnifying party be responsible for more than one counsel for all indemnified parties in such matter, together with such local counsel as may be necessary or appropriate). In the event that any party controlling the defense of a particular matter as to which indemnification has been sought shall seek to compromise or settle such matter, the indemnified parties shall have the right to approve any such compromise or settlement unless such compromise or settlement involves solely the payment of damages which will be paid solely by the indemnifying party, and includes a full and complete release of liability for the indemnified party, in which case no approval of the indemnified party shall be required.

Indemnification for Liabilities. From and after the Closing Date, the Company and the Subsidiary, jointly and severally, shall 10.1 STATE agrees to indemnify, protect, defend (with counsel reasonably acceptable to BUYER) and hold harmless the Purchaser, and its stockholders, directors, officers and affiliates (collectively, the "Purchaser Indemnified Parties"), and the Purchaser shall indemnify, defend and hold harmless the Company and the Subsidiary, and their respective stockholders, directors, officers and affiliates (collectively the "Seller Indemnified Parties"), BUYER from and against any and all claims, suitslosses, investigationsliabilities and expenses suffered or incurred by BUYER as a result of 1) any claim or liability which accrues, proceedingsarose or arises prior to the date of Close of Escrow based upon any personal injury, judgmentsdeath or damage to tangible personal property on or at the Property; 2) any claims of any nature or kind from or concerning any of STATE'S or ASSOCIATION'S employees, officers, directors, board members, volunteers, contractors, tenants, vendors, employee bargaining units, citizens or taxpayer groups, agents, or any other person (including without limitation, as related to the termination of any such parties); (3) STATE's breach of any Contract or Lease prior to the Close of Escrow for the Property; and (4) any claim or liability arising out of or related to the litigation describe on Exhibit "N" attached hereto, except and to the extent resulting or arising from any negligence or misconduct of BUYER, its ground lessee, or their agents, employees, contractors, vendors or any person or entity acting on behalf of BUYER or its ground lessee. This indemnification obligation expressly survives the Close of Escrow on the Property. 10.2 BUYER agrees to indemnify, protect, defend (with counsel reasonably acceptable to STATE) and hold harmless STATE from and against any and all claims, losses, damages (whether direct, consequential or special), diminution in value, costs liabilities and expenses suffered or incurred by STATE as a result of 1) any claim or liability which accrues or arises after the date of Close of Escrow based upon any personal injury, death or damage to tangible personal property on or at the Property; (including2) any claims of any nature or kind from or concerning any of BUYER'S employees, without limitationofficers, costs and expenses incurred in investigatingdirectors, defending board members, volunteers, contractors, tenants, vendors, employee bargaining units, citizens or settling any claimstaxpayer groups, suits, investigations or proceedings, such as the fees, expenses and disbursements of counsel, accountants and other experts) which a Purchaser Indemnified Party or a Seller Indemnified Party, respectively, may sustain, suffer or incur, resulting from, related toagents, or arising out of the failure of the Subsidiary any other person claiming by or the Purchaserthrough BUYER, respectively, to perform their obligations under Sections 3.2 and 3.1, respectively. Any Person seeking indemnification hereunder shall promptly give the other party written notice of the matter as to which indemnity is sought; provided, however, the failure to provide such notice shall not relieve the indemnifying party of its obligation to indemnify hereunder, except to the extent it is finally determined that such indemnifying party was actually prejudiced by any such failure. The indemnifying party shall have the right to control the defense, at its own cost and expense, 3) BUYER'S breach of any such matter as to which indemnification by it is sought hereunder; provided, however, Contract or Lease after the indemnified parties shall have the right to participate in such defense, with counsel Close of its own choosing, and at its own cost and expense; provided, further, that if the indemnifying party fails to notify the indemnified parties within 10 Business Days after receipt of such notice of indemnification that it will defend such matter, then the indemnified parties may control the defense thereof, with counsel of its own choosing, but at the sole cost and expense of the indemnifying party (it being understood that, with respect to each matter as to which indemnity is sought, in no event shall an indemnifying party be responsible for more than one counsel for all indemnified parties in such matter, together with such local counsel as may be necessary or appropriate). In the event that any party controlling the defense of a particular matter as to which indemnification has been sought shall seek to compromise or settle such matter, the indemnified parties shall have the right to approve any such compromise or settlement unless such compromise or settlement involves solely the payment of damages which will be paid solely by the indemnifying party, and includes a full and complete release of liability Escrow for the indemnified party, in which case no approval Property. This indemnification obligation expressly survives the Close of Escrow on the indemnified party shall be requiredProperty.