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SEC Filings

8-K
COSI INC filed this Form 8-K on 12/28/2016
Entire Document
 

(ii)
Owner shall be entitled to setoff against the Cure Cost Amount any other damages incurred as a result of the Material Breach; provided, however, that setoff of the full Cure Cost Amount shall not limit Operator’s indemnification obligations or relieve Operator of any indemnification obligations in excess of the Cure Cost Amount; and
 
(iii)
Owner shall be entitled to pursue further indemnification claims against Operator which claims shall be secured by the Indemnification Deposit.
 
(c)          For purposes of notice of a Default, notice shall be sufficient if provided in accordance with the notice provisions set forth in Section 10 hereof.
 
9.             Indemnity; Waiver of Consequential Damages.
 
(a)           Indemnity by Operator.  Subject to Section 9(c) hereof, Operator will defend, indemnify, and hold harmless Owner, and each of its respective officers, directors, members, managers, attorneys, employees (other than Seconded Employees), including any of the forgoing who may be “acting” or “interim”, and agents, successors, and assigns (each an “Owner Indemnified Party” and collectively, “Owner Indemnified Parties”), from and against any and all costs, losses, liabilities and expenses of any nature,  including, without limitation, reasonable attorneys’ fees, costs and expenses (“Indemnification Claims”), arising out of or relating directly to: (i) third party claims related to Operator’s operation and management of the Business during the Term (other than claims relating to any Excluded Asset); (ii) any dispute between Operator and Owner’s customers, franchisees or suppliers during the Term; (iii) any liabilities claims, actions, suits, or proceedings arising from conduct of the Business during the Term (other than liabilities, claims, actions, suits or proceedings relating to any Excluded Asset); and (iv) the bad faith, willful misconduct, negligence or gross negligence of an Operator Indemnified Party or a breach of this Agreement by Operator.  Operator will further defend, indemnify, and hold harmless each Owner Indemnified Party from and against any and all costs, losses, liabilities and expenses arising out of or directly relating to any act or omission by Operator in connection with is direction or control of Seconded Employees, except to the extent such losses are covered by any workers’ compensation insurance.  Operator acknowledges and agrees that neither Owner nor any of its affiliates shall be liable for any acts or omissions by the Seconded Employees in the performance of the Services or for any other acts or omissions by the Seconded Employees under the control or direction of Operator.  Operator’s indemnification obligations shall not apply to any Indemnification Claims arising out of or relating to Owner’s bad faith, willful misconduct, negligence or gross negligence or a breach of this Agreement by Owner or any of the Owner Indemnified Parties.
 
(b)           Indemnity by Owner.  Subject to Section 9(c) hereof, Owner will defend, indemnify, and hold harmless Operator, and each of its respective officers, directors, members, managers, attorneys, employees and agents, successors, and assigns (each an “Operator Indemnified Party” and collectively, “Operator Indemnified Parties”) from and against any and all Indemnification Claims arising out of or relating to the bad faith, willful misconduct, negligence or gross negligence of an Owner Indemnified Party or a breach of this Agreement by Owner.  Owner will further defend, indemnify and hold harmless each Operator Indemnified Party from and against any and all Indemnification Claims arising out of or relating to any act or omission by Owner or its affiliates in connection with its employment of the Seconded Employees (including any failure by Owner to properly pay all compensation and provide all benefits due to the Seconded Employees and to properly report and pay all social security and payroll taxes relating to the Seconded Employees), except to the extent such losses are covered by any workers’ compensation insurance.  Owner’s indemnification obligations shall not apply to Indemnification Claims arising out of or relating to bad faith, willful misconduct, negligence or gross negligence or a breach of this Agreement by (i) Operator, (ii) any Seconded Employees, or (iii) any of the Operator Indemnified Parties.
 
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