UPS for damages “resulting to [UPS] either directly or indirectly, from or out of ... (d) any and all Retained Liabilities.” Purchase Agreement, § 11.02. It is undisputed that these “Retained Liabilities” included damages stemming from the Cargo Aerea litigation. Purchase Agreement, Schedule l.Ol(aaa). The arbitration order was therefore rooted in Centurion’s duty to indemnify. Indeed, the issue was arbitrable only because it involved indemnity claims. See Jan. 30, 2002 Settlement Agreement, § 5 (found at 02-21656-CIV-KING (DE # 10)) (“The parties hereby agree to submit to arbitration ... the Indemnity Claims.”); Id., Ex. C (including the Costa Rican lawsuit as an “Indemnity Claim”); Judge King’s Aug. 22, 2002 Judgment Confirming Arbitration Order (found at 02-21656-CIV-KING (DE # 19)) (<HOLDING>). Accordingly, UPS offset its monthly
holding that an indemnity provision need not be valid and enforceable to trigger obligations under the contract so long as the parties agreed to indemnity holding that because the parties agreed to arbitrate the particular issue any doubt about who should decide the consolidation issue was resolved in favor of the arbitrator holding that because the parties agreed to arbitrate and both placed the issue before the arbitrator the issue of consolidation was for the arbitrator holding that an indemnitee must be proven to be free of negligence in order to receive indemnity either under a general indemnity agreement or under implied indemnity holding that arbitrator had jurisdiction because the parties agreed to arbitrate indemnity claims flowing from the costa rican litigation pursuant to settlement agreement