What is the extent of Christian Brothers Automotive's obligation to indemnify and defend the Assignor?

According to the 2025 Christian Brothers Automotive FDD, Christian Brothers Automotive and the Assignor agree to indemnify, defend, and hold each other harmless from any liabilities, obligations, claims, costs, and/or expenses. This applies to claims that arise in connection with or are related to any claim, whether existing now or arising in the future, against the other parties. The claim must be based in whole or in part on that party's actions or failure to act where a duty to act is owed. This means that if a claim arises against either party due to their actions or inactions, the other party is obligated to provide defense and compensation for any resulting losses.

The obligation to indemnify, defend, and hold harmless is not limited by the amount of insurance either party may have. This indicates that even if a party's insurance coverage is insufficient to cover the full extent of the liabilities, they are still responsible for providing full indemnification and defense. However, this indemnification clause does not apply to claims arising under the Washington Franchise Investment Protection Act, RCW 19.100, and its associated rules. This means that any claims specifically related to violations of this Washington state law are excluded from this indemnification agreement.

This agreement is binding upon and enforceable by the parties, their successors, and assigns. This ensures that the obligations and benefits of the agreement extend to any future entities or individuals who take over the rights or responsibilities of the original parties. Overall, this clause provides a broad level of protection between Christian Brothers Automotive and the Assignor, with the notable exception of claims arising under the Washington Franchise Investment Protection Act.