Acquirer Indemnification Sample Clauses

Acquirer Indemnification. Acquirer shall be liable to and shall indemnify and hold Planet Payment, and its employees, representatives, successors and permitted assigns harmless from and against any and all legal liability to a third party, and out of pocket costs and expense (including litigation expenses and reasonable legal fees) to which Planet Payment, and its employees, representatives, successors and permitted assigns are subjected, or which it incurs in connection with any claims, which arise from or out of or as a result of (i) Acquirer’s breach of this Agreement, including any breach by any of its Affiliates; (ii) the performance by Acquirer or by its Affiliates of any their duties and obligations under this Agreement; or (iii) the negligence or willful misconduct of Acquirer or its Affiliates in the performance of their duties and obligations under this Agreement. Acquirer’s obligations to Planet Payment under this sub-Section shall be reduced only to the extent such legal liability to a third party, and out of pocket costs and expense arise from or out of or as a result of the acts or omissions of Planet Payment or an Affiliate of Planet Payment. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Acquirer be responsible for the act, omission, performance, or non-performance of HSBC or of any member with whom Acquirer may be working in connection with the Program. HSBC (or such other member) shall not be considered an Affiliate or subcontractor of Acquirer.
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Acquirer Indemnification. Acquirer shall be liable to and shall indemnify and hold Planet Payment, and its employees, representatives, successors and permitted assigns harmless from and against any and all claims or demands by a third party, losses, liability, cost, damage and expense (including litigation expenses and reasonable legal fees) to which Planet Payment, and its employees, representatives, successors and permitted assigns may be subjected or which it may incur in connection with any claims which arise from or out of or as a result of (i) Acquirer’s breach of this Agreement, (ii) the performance by Acquirer of its duties and obligations under this Agreement or (iii) the gross negligence or willful misconduct of Acquirer, its officers, employees, agents and affiliates, in the performance of their duties and obligations under this Agreement (iv) all liabilities that Acquirer may suffer or incur, whether or not recoverable from any Merchant or any third person, arising out of any Chargebacks, Credits or other Transaction adjustments, Merchant or Cardholder fraud or other losses arising out of Transaction processing in the ordinary course, irrespective of the Program, including any fines or penalties relating thereto (v) the gross negligence or willful misconduct of any Merchant or its officers, employees, agents and affiliates in connection with, or relating to the Program. Acquirer shall be released from its obligations under this subparagraph (e) to the extent such third party claims, demands, damages, costs, liabilities, losses and expenses result solely from the acts, negligence, gross negligence or intentional misconduct of Planet Payment, or its employees, representatives, successors and permitted assigns, as the case may be.
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Acquirer Indemnification. (a) Acquirer shall indemnify and hold harmless Shareholders, their heirs and assigns (the "Shareholder Indemnified Parties"), against and in respect of all actions, damages, claims, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by a Shareholder Indemnified Party within the Indemnification Period, arising out of or related to (i) any misrepresentation or breach of any warranty made by Acquirer pursuant to Section 4 of this Agreement, or (ii) the nonperformance or breach of any covenant, agreement or obligation of Acquirer contained in this Agreement. There shall be no liability for indemnification under this Section 12.3 unless the aggregate amount of Damages hereunder exceeds Ten Thousand Dollars ($10,000), and then only to the extent such aggregate amount of Damages exceeds $10,000. In no event shall Acquirer's indemnification obligations under this Section 12 exceed the Fair Market Value of the Acquirer Shares on the Closing Date.
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Acquirer Indemnification. If CBL breaches its obligations under Section 11 of the Agreement and Plan of Reorganization, or Section 12 of either of the Purchase Agreements.
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Acquirer Indemnification. (a) Acquirer shall indemnify and hold harmless Target Shareholder and his spouse, heirs, representatives, successor and assigns (together the "Target Shareholder Indemnified Parties"), against and in respect of all actions, damages, claims, loses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by a Target Shareholder Indemnified Party within the Indemnification Period, arising out of or related to (i) any misrepresentation or breach of any warranty made by Acquirer or Newco pursuant to Section 3, or (ii) the nonperformance or breach of any covenant, agreement or obligation of Acquirer or Newco contained in this Agreement. If any Damages are incurred by a Target Shareholder Indemnified Party in connection with clause (i) or (ii) above, then such misrepresentation, breach or nonperformance shall constitute an event of default under the Convertible Note and the Security Agreement if (1) Target Shareholder Indemnified Parties shall have complied with the requirements of this Section 11.3 and (2) the Damages have not been paid by Acquirer
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Acquirer Indemnification a) Acquirer shall indemnify and hold harmless Shareholders and their spouses, heirs, representatives, successors and assigns (together the "Shareholder Indemnified Parties"), against and in respect of all actions, damages, claims, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by a Shareholder Indemnified Party within the Indemnification Period, arising out of or related to (i) any misrepresentation or breach of any warranty made by Acquirer pursuant to Section 4 of this Agreement, or (ii) the nonperformance or breach of any covenant, agreement or obligation of Acquirer contained in this Agreement. There shall be no liability for indemnification under this Section 12.3 unless the aggregate amount of Damages hereunder exceeds Ten Thousand Dollars ($10,000), and then only to the extent such aggregate amount of Damages exceeds $10,000.
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Acquirer Indemnification. (a) From and after the Closing, Acquirer shall indemnify and hold harmless Seller and its respective officers, directors, agents and employees, and each Person, if any, who controls or may control Seller within the meaning of the Securities Act (each of the foregoing being referred to individually as a "Seller Indemnified Person" and collectively as "Seller Indemnified Persons") from and against any and all Indemnifiable Damages, to the extent directly or indirectly, whether or not due to a third-party claim, arising out of, resulting from or in connection with:
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Acquirer Indemnification. (a) Acquirer shall indemnify and hold harmless Shareholder and his spouse, heirs, representatives, successor and assigns (together the "Shareholder Indemnified Parties"), against and in respect of all actions, damages, claims, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by a Shareholder Indemnified Party within the Indemnification Period, arising out of or related to (i) any misrepresentation or breach of any warranty made by Acquirer pursuant to Section 4 of this Agreement, or (ii) the nonperformance or breach of any covenant, agreement or obligation of Acquirer contained in this Agreement. If any Damages are incurred by a Shareholder Indemnified Party in connection with clause (i) or (ii) above, then such misrepresentation, breach or nonperformance shall constitute an event of default under the Convertible Note and the Security Agreement if (1) Shareholder Indemnified Parties shall have complied with the requirements of this Section 12.3 and (2) the Damages have not been paid by Acquirer within ten (10) days of becoming due and payable in accordance with this Section 12.3. Damages shall become due and payable by Acquirer upon Acquirer's acceptance of claim for Damages as provided in Subsection 12.3(e) or, if the Damages are disputed by Acquirer, upon a final decision of an arbitrator pursuant to Section 13.18 or a final judgment by a court of competent jurisdiction. There shall be no liability for indemnification under this Section 12.3 unless the aggregate amount of Damages hereunder exceeds Ten Thousand Dollars ($10,000), and then only to the extent such aggregate amount of Damages exceeds $10,000.
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Related to Acquirer Indemnification

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Other Indemnification Indemnification similar to that specified in this Section (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

  • Other Indemnification Matters Any claim for indemnification under this Article X must be asserted by providing written notice to the other parties specifying the factual basis of the claim in reasonable detail to the extent then known by the Person asserting the claim. The right to indemnification will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the date hereof, with respect to any representation, warranty, covenant or agreement in this Agreement. THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE X WILL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES. THE WAIVER OF ANY CONDITION BASED ON THE ACCURACY OF ANY REPRESENTATION OR WARRANTY, OR ON THE PERFORMANCE OF OR COMPLIANCE WITH ANY COVENANT OR AGREEMENT, WILL NOT AFFECT THE RIGHT TO INDEMNIFICATION, PAYMENT OF DAMAGES, OR OTHER REMEDY BASED ON ANY SUCH REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT. If any party liquidates or dissolves at any time when any Liability of such party with respect to this Article X may thereafter arise or be determined, then at the time of such liquidation or dissolution, such party will cause its shareholders, members, partners or other equity holders or distributees of such party’s assets, as the case may be, to take such assets subject to such Liabilities ratably in proportion to the assets received; provided, however, that the failure on behalf of any party to comply with the covenant set forth in this sentence will in no way reduce such party’s obligations in this Agreement.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

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