Insurance and Indemnity. In no event shall the termination of the Executive’s employment by the Company or any such termination by the Executive pursuant to this Agreement release any claim by the Executive for indemnification that he or she is otherwise entitled to under any director or officer’s insurance policy or any articles, bylaws or other foundation documents of the Company. The Executive shall be entitled [[Organization B:Organization]] protections set forth the Company’s Bylaws (as may be amended and restated from time to time) with respect to Indemnification of Directors. Without limiting the foregoing, the Company shall provide Executive with reasonable director’s and officer’s insurance coverage that is at least as favorable as the coverage in existence on the date of this Agreement (the “Existing D&O Coverage”); provided, however, that in no event shall the Company be obligated to maintain director’s and officer’s insurance coverage [[Organization B:Organization]] extent that premiums thereunder exceed 200% of the premiums payable by the Company under the Existing D&O Coverage on the date hereof (the “Threshold”); provided, further, that [[Organization B:Organization]] extent such premiums exceed the foregoing Threshold, the Company shall obtain director’s and officer’s insurance coverage on terms as similar as reasonably practicable [[Organization B:Organization]] terms of the Existing D&O Coverage without exceeding the Threshold. Such insurance coverage shall continue in effect during the Employment Period and after the Employment Period ends for a period of six (6) years thereafter. The cost of such coverage shall be paid by the Company. Notwithstanding anything [[Organization B:Organization]] contrary in this Agreement, upon the occurrence of a Change of Control, the obligations set forth in this section shall terminate, provided that the Company shall # secure “tail insurance” with respect [[Organization B:Organization]] Existing D&O Coverage on reasonable terms and conditions of coverage, and # require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to honor any indemnification obligations that the Executive is otherwise entitled to under any articles, bylaws or other foundation documents of the Company in the same manner as the Company’s directors and officers immediately prior to such Change of Control.

Indemnity. The Borrowers further agree to defend, protect, indemnify and hold harmless the Administrative Agent, any Co-Syndication Agent, the Documentation Agent, each Arranger, each Lender and each Issuing Bank and each of their respective Affiliates, and each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively, the “Indemnitees”), based upon its obligations, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of outside counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement or any of the other Loan Documents, or any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Loan Documents, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental Laws arising from or in connection with the past, present or future operations of the Company, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified Matters to the extent found in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the willful misconduct or gross negligence of such Indemnitee with respect to the Loan Documents. If the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

Indemnity. Each Participating Employer will indemnify and hold harmless the Administrator, the "lead Employer" and its subsidiaries; officers, directors, shareholders, employees, and agents of the "lead Employer"; the Plan; the Trustees, Fiduci aries, Participants and Beneficiaries of the Plan, as well as their respective successors and assigns, against any cause of action, loss, liability, damage, cost, or expense of any nature whatsoever (including, but not limited to, attorney's fees and costs, whether or not s uit is brought, as well as IRS plan disqualifications, other sanctions or compliance fees or DOL fiduciary breach sanctions and penalties) arising out of or relating to the Participating Employer's noncompliance with any of the Plan's terms or requirements; any in tentional or negligent act or omission the Participating Employer commits with regard to the Plan; and any omission or provision of incorrect information with regard to the Plan which causes the Plan to fail to satisfy the requirements of a tax -qualified plan.

Indemnity. Except for Sublandlord’s negligent or willful misconduct, Subtenant shall indemnify, protect, defend and hold harmless the Premises, Sublandlord and Master Landlord and their respective agents, officers, directors and employees, including the Landlord Parties and Tenant Indemnitees, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, # the use and/or occupancy of the Premises by Subtenant, and # any injury or death of any person or damage to or destruction of property occurring in, on or about the Building or the Project, including the Common Areas and Parking Facilities, to the extent such injury, death or damage is caused by the negligence or willful misconduct of Subtenant or its employees, agents, customers, visitors, invitees, licensees, contractors, assignees or subtenants. If any action or proceeding is brought against Sublandlord by reason of any of the foregoing matters, Subtenant shall upon notice defend the same at Subtenant’s expense by counsel reasonably satisfactory to Sublandlord and Sublandlord shall cooperate with Subtenant in such defense. Subtenant need not have first paid any such claim in order to be defended or indemnified.

Indemnity. Tenant’s indemnity of the Landlord Parties as set forth in the Lease shall also apply with respect to any and all Losses related in any way to any act or omission or willful misconduct of Tenant’s Contractor, Major Subcontractors, or other subcontractors, or anyone directly or indirectly employed by any of them or in connection with Tenant’s non-payment of any amount arising out of the Tenant Improvements (through no fault of Landlord). Such indemnity by Tenant, as set forth in the Lease, shall also apply with respect to any and all Losses related in any way to Landlord’s performance of any ministerial acts reasonably necessary # to permit Tenant to complete the Tenant Improvements, or # to enable Tenant to obtain any Permits or certificate of occupancy for the Premises; provided, however, that, with respect to any Landlord Party, Tenant’s obligations under this Section shall be inapplicable to the extent the Losses arise from the gross negligence or willful misconduct of Landlord.

The Companies shall provide indemnification rights and benefits to the Executive to the fullest extent permitted by law and the charter or bylaws of the Companies. Any amendment or revision to such charter or bylaws that adversely affects the indemnification rights or benefits available to the Executive under such charter or bylaws as of the date hereof shall not be effective against the Executive unless the Executive has consented in writing to such amendment or revision.

Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company and its Affiliates (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation made by Participant to the Company or any failure on the part of the Participant to perform any agreements contained herein. The Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and their respective directors, officers and employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his or her participation in the Plan.

Indemnity. TLC agrees to indemnify TLC Hong Kong against any actual damages, costs, expenses and losses incurred by TLC Hong Kong arising from a Third Party’s claim alleging the infringement of intellectual property by the TLC Products, recalls or corrective actions resulted from the TLC Products manufactured pursuant to TLC’s requirements or TLC Products supplied or manufactured by TLC or TLC’s breach of the terms and conditions of this Agreement, to the extent that they are reasonably foreseeable. TLC Hong Kong will indemnify TLC against any actual and foreseeable damages, costs, expenses and losses incurred by TLC arising from TLC Hong Kong’s breach of this Agreement, to the extent that they are reasonably foreseeable. Any breach of the terms and conditions of this Agreement by TLC Hong Kong’s subsidiaries or its sublicensees shall be imputed to TLC Hong Kong.

Indemnity ​ shall indemnify, hold harmless, and, at ​’s option (with such attorneys as ​ may reasonably approve in advance and in writing), defend ​, the ​ Parties, mortgagees and other lien holders, from and against any and all Losses (as hereinafter defined) arising from or related to: # any violation or alleged violation by ​ or any of ​’s Agents of any of the Laws, including, without limitation, the Hazardous Materials Laws; # any breach of the provisions of this Section 29.37 or any subsection thereof by ​ or any of ​’s Agents; # any Hazardous Materials Usage on, about or from the Premises, the Project or Common Areas of any Hazardous Materials approved by ​ under this Lease, or # ​’s exercise of its cure rights in Article 26, above. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of ​’s interest in the Premises, the Property, or the Project, damages for the loss or restriction on use of any space or amenity within the Building, the Property, or the Project, damages arising from any adverse impact on marketing space in the Project, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, but not limited to, attorneys’ and consultants’ fees and expenses, and the costs of cleanup, remediation, removal and restoration.

SUBJECT TO THE PRIORITY OF PAYMENTS SET FORTH IN THE INDENTURE, THE ISSUER SHALL INDEMNIFY THE ADMINISTRATOR, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES AND AFFILIATES AGAINST ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT THE ADMINISTRATOR IS A PARTY THERETO) WHICH ANY OF THEM MAY PAY OR INCUR ARISING OUT OF OR RELATING TO THIS ADMINISTRATION AGREEMENT AND THE SERVICES CALLED FOR HEREIN; PROVIDED, HOWEVER, THAT SUCH INDEMNITY SHALL NOT APPLY TO ANY SUCH LOSS, CLAIM, DAMAGE, PENALTY, JUDGMENT, LIABILITY OR EXPENSE RESULTING FROM THE ADMINISTRATOR’S NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.

Insurance. The [[Organization A:Organization]] will, and will cause each of its Subsidiaries to, maintain insurance with financially sound and reputable insurance companies, and with respect to property and risks of a character usually maintained by corporations engaged in the same or similar business similarly situated, against loss, damage and liability of the kinds and in the amounts customarily maintained by such corporations.

Insurance. Administrative Agent shall have received evidence of the insurance required by Section 7.5, including, for the avoidance of doubt, endorsements to each insurance policy covering Collateral naming Administrative Agent as loss payee and each insurance policy covering liabilities naming Administrative Agent as additional insured.

Insurance. The Company Group are insured by recognized, financially sound and reputable institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real property owned or leased by the Company Group against damage, destruction, acts of vandalism, flood and earthquakes. All policies of insurance and fidelity or surety bonds insuring the Company Group or their respective businesses, assets, employees, officers and directors are in full force and effect in all materials respects. No member of the Company Group has been refused any insurance coverage sought or applied for. The Company Group has no reason to believe that it will not be able # to renew its existing insurance coverage as and when such policies expire or # to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct their respective businesses as now conducted and at a cost that would not reasonably be expected to be materially adverse to the Company Group, considered as one enterprise.

Insurance. To the extent customary in the oil and gas industry for similarly situated leasehold owners and producers, Borrowers will keep or cause to be kept (whether by Borrowers or, if applicable, by the operator of the Proven Reserves), Borrowers' property adequately insured by financially sound and reputable insurers, in such amounts, with such deductibles, and covering such risks as are usually carried by businesses engaged in the same or similar business in localities where Borrowers operate, including without limitation, the following coverages: # insurance against damage to persons and property, including comprehensive general liability, worker's compensation and automobile liability, and # insurance against sudden and accidental environmental and pollution hazards and accidents that may occur on the Mortgaged Property. Upon written demand by the Bank, any insurance policies covering the Collateral shall be endorsed to provide for payment of losses to the Bank as its interests may appear, to provide that such policies may not be canceled, reduced or affected in any manner for any reason without thirty (30) days prior notice to the Bank, and to provide for any other matters which the Bank may reasonably require. Borrowers shall annually furnish to the Bank reasonable evidence of their compliance with the requirements of this Section 6.4 within fifteen (15) days of renewal of the insurance required hereby.

Insurance Except as specifically disclosed in [Schedule 510], the properties of each Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of ​, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Borrower or the applicable Subsidiary operates.

Insurance. Each Grantor will obtain and maintain policies of insurance as required pursuant to the terms of the Amended and Restated Credit Agreement.

Insurance. The properties of the Loan Parties and the Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or Restricted Subsidiary operates, provided that no coverage in respect of terrorism shall be required. As of the Closing Date, such insurance is in full force and effect and all premiums have been duly paid.

Insurance. [Schedule 4.20] lists all insurance policies maintained by [[Organization A:Organization]] for the operation of the Business. All of such insurance policies are in full force and effect, and [[Organization A:Organization]] is not in default in any material respect under any provision contained in any such insurance policy.

Insurance. Purchaser shall procure and maintain in force at all times general liability and property casualty insurance, which insurance, where applicable, shall name Manager as an additional named insured. Purchaser shall pay such insurance premiums on a monthly basis.

Insurance. During the term of this Agreement and for a period of five (5) years after its expiration or earlier termination, each Party shall obtain, at its sole cost and expense, liability insurance applicable to its performance under this Agreement, which meets the following requirements: