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. (b) If a Shareholder Indemnified Party believes it has incurred any Damages that are subject to indemnification under Section 12.3, it shall promptly provide written notice thereof to Acquirer. (c) With respect to claims or demands by third parties, whenever a Shareholder Indemnified Party shall have received notice that such a claim or demand has been asserted or threatened, which, if true, would result in indemnification under Section 12.3, Shareholder Indemnified Party shall as soon as reasonably practicable, and in any event within thirty (30) days of receipt of such notice, notify Acquirer of such claim or demand and of all relevant facts within its knowledge which relate thereto. Acquirer shall then have the right to undertake the defense of any such claims or demands utilizing counsel selected by it and approved by Shareholder, which approval shall not be unreasonably withheld, conditioned or delayed, provided however, that Acquirer shall not settle or otherwise compromise any such action without the prior written consent of Shareholder Indemnified Party unless such settlement affords Shareholder Indemnified Party a full release. In the event that Acquirer shall fail to give notice of its intention to undertake the defense of any such claim or demand within twenty (20) days after receiving notice that it has been asserted or threatened, Shareholder Indemnified Party shall have the right to satisfy and discharge the same by payment, compromise or ot...
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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 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) 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.
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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) 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: (i) any failure of any representation or warranty made by Acquirer in this Agreement or in any certificate required to be delivered to Seller at the Closing pursuant to any provision of this Agreement to be true and correct; (ii) any breach of, or default in connection with, any of the covenants, agreements or obligations made by (A) Acquirer herein or in any other agreements contemplated by this Agreement, the Share Purchase or the other Transactions or (B) the Company (but only to the extent such covenants, agreements or obligations require performance after the Closing) herein or in any other agreements contemplated by this Agreement, the Share Purchase or the other Transactions; and (iii) the operation or ownership of the Company or the Business after the Closing, including any actions or omissions after the Closing in connection with the Contracts awarded under the BWC RFP or any new Contract with BWC.
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Related to Acquirer Indemnification

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • 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: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Purchaser Indemnification 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel reasonably approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise; provided, however, such indemnity shall not cover any Loss to the extent arising from Seller’s Indemnified Parties’ negligence or willful misconduct or any preexisting latent physical or environmental conditions discovered by Purchaser in connection with its investigations as long as Purchaser immediately ceases its investigations upon discovering such latent condition and takes reasonable steps not to exacerbate such condition. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’s sole discretion. Further, Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that in such Sellers’ Representative’s reasonable judgment could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein; provided, however, each Seller hereby expressly consents to Purchaser's performance of a Phase I environmental study of the applicable Property (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) and an ACM (asbestos containing material) study (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) in connection therewith, but only to the extent customarily performed in connection with a Phase I environmental study; and, provided, further, however, if the Phase I for any Property concludes that a Phase II is recommended, but the applicable Seller refuses permission for such Phase II (in such Seller's sole and absolute discretion), Purchaser may terminate this Contract pursuant to Section 3.2 prior to the expiration of the Feasibility Period. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than One Million Dollars ($1,000,000.00) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($1,000,000.00) with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) or commonwealth(s) in which the Properties are located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Properties.

  • 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.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of Licensee relating to any Products, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; (iii) Licensee’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.

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