Common use of Termination Indemnification Clause in Contracts

Termination Indemnification. PROXIMITY may, upon written notice to Customer, immediately terminate this Agreement and any further obligations to make shipments hereunder if Customer fails to comply with the terms of this Agreement including (without limitation) in the event that Customer becomes insolvent or bankrupt, or is more than 45-days delinquent in payments to PROXIMITY. Customer may not cancel or modify this Agreement except upon terms accepted in writing by PROXIMITY. If Customer cancels or modifies this Agreement, Customer shall compensate PROXIMITY for all costs and damages resulting therefrom, including (without limitation) lost profits, allocable overhead, commodity market losses and all other incidental and consequential damages. Customer shall defend, indemnify and hold harmless PROXIMITY from and against all damages, losses, claims and expenses, including attorneys' fees, incurred by PROXIMITY as a result of any breach by Customer of any of its obligations under this Agreement.